Exhibit 4.1


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


CALUMET
SPECIALTY PRODUCTS PARTNERS, L.P.

CALUMET FINANCE CORP.

and

THE GUARANTORS NAMED ON THE SIGNATURE PAGES HEREOF


 


9.25%
SENIOR SECURED FIRST LIEN NOTES DUE 2024


 


INDENTURE


 


Dated
as of August 5, 2020


 


WILMINGTON
TRUST, NATIONAL ASSOCIATION


 


As Trustee


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 




    


     


    

 


TABLE
OF CONTENTS


 


		 	Page
	 	 	 
	Article 1 DEFINITIONS AND INCORPORATION BY REFERENCE 	1
	Section 1.01	Definitions	1
	Section 1.02	Other Definitions	31
	Section 1.03	[Reserved]	32
	Section 1.04	Rules of Construction	32
	 	 	 
	Article 2 THE NOTES 	33
	Section 2.01	Form and Dating	33
	Section 2.02	Execution and Authentication	33
	Section 2.03	Registrar and Paying Agent	34
	Section 2.04	Paying Agent to Hold Money in Trust	34
	Section 2.05	Noteholder Lists	34
	Section 2.06	Transfer and Exchange	35
	Section 2.07	Replacement Notes	35
	Section 2.08	Outstanding Notes	36
	Section 2.09	Treasury Notes	36
	Section 2.10	Temporary Notes	36
	Section 2.11	Cancellation	36
	Section 2.12	Defaulted Interest	37
	Section 2.13	CUSIP Numbers	37
	Section 2.14	Issuance of Additional Notes	37
	Section 2.15	Calculation of Principal Amount of Securities	38
	 	 	 
	Article 3 REDEMPTION AND PREPAYMENT 	38
	Section 3.01	Notices to Trustee	38
	Section 3.02	Selection of Notes to be Redeemed	38
	Section 3.03	Notice of Redemption	39
	Section 3.04	Effect of Notice of Redemption	40
	Section 3.05	Deposit of Redemption Price	40
	Section 3.06	Notes Redeemed in Part	41
	Section 3.07	Optional Redemption	41
	Section 3.08	No Mandatory Sinking Fund	42
	Section 3.09	Offer to Purchase by Application of Excess Proceeds	42
	 	 	 
	Article 4 COVENANTS 	44
	Section 4.01	Payment of Notes	44
	Section 4.02	Maintenance of Office or Agency	44
	Section 4.03	Reports	45
	Section 4.04	Compliance Certificate	46
	Section 4.05	Taxes	46
	Section 4.06	Stay, Extension and Usury Laws	47
	Section 4.07	Limitation on Restricted Payments	47


 




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	Section 4.08	Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries	50
	Section 4.09	Limitation on Incurrence of Indebtedness and Issuance of Preferred Stock	52
	Section 4.10	Limitation on Asset Sales	54
	Section 4.11	Limitation on Transactions with Affiliates	57
	Section 4.12	Limitation on Liens	58
	Section 4.13	Additional Subsidiary Guarantees	59
	Section 4.14	Corporate Existence	59
	Section 4.15	Offer to Repurchase Upon Change of Control	59
	Section 4.16	Permitted Business Activities	62
	Section 4.17	[Reserved]	62
	Section 4.18	Covenant Suspension	62
	Section 4.19	Designation of Restricted and Unrestricted Subsidiaries	63
	 	 	 
	Article 5 SUCCESSORS 	63
	Section 5.01	Merger, Consolidation, or Sale of Assets	63
	Section 5.02	Successor Substituted	65
	 	 	 
	Article 6 DEFAULTS AND REMEDIES 	65
	Section 6.01	Events of Default	65
	Section 6.02	Acceleration	68
	Section 6.03	Other Remedies	69
	Section 6.04	Waiver of Past Defaults	70
	Section 6.05	Control by Majority	70
	Section 6.06	Limitation on Suits	70
	Section 6.07	Rights of Holders of Notes to Receive Payment	70
	Section 6.08	Collection Suit by Trustee	71
	Section 6.09	Trustee May File Proofs of Claim	71
	Section 6.10	Priorities	71
	Section 6.11	Undertaking for Costs	72
	Section 6.12	Restoration of Rights and Remedies	72
	Section 6.13	Rights and Remedies Cumulative	72
	Section 6.14	Delay or Omission Not Waiver	72
	 	 	 
	Article 7 TRUSTEE 	73
	Section 7.01	Duties of Trustee	73
	Section 7.02	Rights of Trustee	74
	Section 7.03	Individual Rights of Trustee	76
	Section 7.04	Trustee’s Disclaimer	76
	Section 7.05	Notice of Defaults	77
	Section 7.06	Dispute Resolution	77
	Section 7.07	Compensation and Indemnity	77
	Section 7.08	Replacement of Trustee	78
	Section 7.09	Successor Trustee by Merger, etc.	79
	Section 7.10	Eligibility; Disqualification	79


  




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	Article 8 LEGAL DEFEASANCE AND COVENANT DEFEASANCE 	79
	Section 8.01	Option to Effect Legal Defeasance or Covenant Defeasance	79
	Section 8.02	Legal Defeasance and Discharge	80
	Section 8.03	Covenant Defeasance	80
	Section 8.04	Conditions to Legal or Covenant Defeasance	81
	Section 8.05	Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions	82
	Section 8.06	Repayment to Issuers	83
	Section 8.07	Reinstatement	83
	Section 8.08	Discharge	83
	 	 	 
	Article 9 AMENDMENT, SUPPLEMENT AND WAIVER 	84
	Section 9.01	Without Consent of Holders of Notes	84
	Section 9.02	With Consent of Holders of Notes	86
	Section 9.03	[Reserved]	87
	Section 9.04	Effect of Consents	87
	Section 9.05	Notation on or Exchange of Notes	88
	Section 9.06	Trustee to Sign Amendments, etc.	88
	 	 	 
	Article 10 GUARANTEES OF NOTES 	88
	Section 10.01	Subsidiary Guarantees	88
	Section 10.02	[Reserved]	89
	Section 10.03	Guarantors May Consolidate, etc., on Certain Terms	89
	Section 10.04	Releases of Subsidiary Guarantees	90
	Section 10.05	Execution and Delivery of Guaranty	90
	Section 10.06	Limitation on Guarantor Liability	90
	 	 	 
	Article 11 MISCELLANEOUS 	91
	Section 11.01	Waiver of Jury Trial	91
	Section 11.02	Notices	91
	Section 11.03	[Reserved]	92
	Section 11.04	Certificate and Opinion as to Conditions Precedent	92
	Section 11.05	Statements Required in Certificate or Opinion	92
	Section 11.06	Rules by Trustee and Agents	93
	Section 11.07	No Personal Liability of Directors, Officers, Employees and Unitholders and No Recourse to the General Partner	93
	Section 11.08	Governing Law and Submission to Jurisdiction	93
	Section 11.09	No Adverse Interpretation of Other Agreements	93
	Section 11.10	Successors	93
	Section 11.11	Severability	94
	Section 11.12	Table of Contents, Headings, etc.	94
	Section 11.13	Counterparts	94
	Section 11.14	Acts of Holders	94
	Section 11.15	Patriot Act	95
	 	 	 
	Article 12 COLLATERAL AND SECURITY 	96
	Section 12.01	Security Interest	96
	Section 12.02	Real Estate Mortgages and Filings	97
	Section 12.03	Maintenance of Collateral; Impairment of Security Interests	98
	Section 12.04	Further Assurances, Liens on Additional Property	99
	Section 12.05	Release of Collateral	99
	Section 12.06	Intercreditor Agreement	100
	Section 12.07	Collateral Trust Agreement; Additional Parity Lien Debt Designation	100
	Section 12.08	Collateral Trustee	100


 




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APPENDIX AND ANNEX


 


	RULE 144A/REGULATION S APPENDIX	App. - 1
	 	 
	EXHIBIT 1 Form of Initial Note	 
	 	 
	ANNEX A Form of Supplemental Indenture	A - 1



 



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This Indenture, dated
as of August 5, 2020, is among Calumet Specialty Products Partners, L.P., a Delaware limited partnership (the “Company”),
Calumet Finance Corp., a Delaware corporation (“Finance Corp.” and, together with the Company, the “Issuers”),
the guarantors listed on the signatures page hereof (each, a “Guarantor” and, collectively, the “Guarantors”)
and Wilmington Trust, National Association, a national banking association, as trustee (the “Trustee”).


 


The Issuers, the Guarantors
and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders of the Issuers’
Initial Notes and Additional Notes:


 


Article
1

DEFINITIONS AND INCORPORATION BY REFERENCE


 


Section 1.01Definitions.


 


"Acquired
Debt” means, with respect to any specified Person:


 


(1) Indebtedness
of any other Person existing at the time such other Person was merged with or into or became a Subsidiary of such specified Person,
whether or not such Indebtedness is incurred in connection with, or in contemplation of, such other Person merging with or into,
or becoming a Subsidiary of, such specified Person, but excluding Indebtedness which is extinguished, retired or repaid in connection
with such Person merging with or into or becoming a Subsidiary of such specified Person; and


 


(2) Indebtedness
secured by a Lien encumbering any asset acquired by such specified Person.


 


"Act of Parity
Lien Debtholders” means, as to any matter at any time, a direction in writing delivered to the Collateral Trustee by
or with the written consent of the holders of Parity Lien Debt representing the Required Parity Lien Debtholders.


 


"Additional
Notes” means, subject to the Company’s compliance with Section 4.09, 9.25% Senior Secured First Lien Notes due
2024 issued from time to time after the Initial Issuance Date under the terms of this Indenture (other than pursuant to Section
2.06, 2.07, 2.10 or 3.06 of this Indenture).


 


"Additional
Parity Lien Debt Designation” means the written agreement of the holders of any Series of Parity Lien Debt or their Parity
Lien Representative, as set forth in the indenture, credit agreement, Secured Hedge Agreement or other agreement governing such
Series of Parity Lien Debt, for the benefit of all holders of each existing and future Series of Parity Lien Debt, the Collateral
Trustee and each existing and future holder of Parity Liens:


 


		(1)	that all Parity Lien Obligations will be and are secured equally and ratably by all Parity Liens
at any time granted by any Obligor to secure any Obligations in respect of such Series of Parity Lien Debt, whether or not upon
property otherwise constituting collateral for such Series of Parity Lien Debt, and that all such Parity Liens will be enforceable
by the Collateral Trustee for the benefit of all holders of Parity Lien Obligations equally and ratably;






 






    


     


    

 


		(2)	that the holders of Obligations in respect of such Series of Parity Lien Debt are bound by the
provisions of the Collateral Trust Agreement and the Intercreditor Agreement, including the provisions relating to the order of
application of proceeds from the enforcement of Parity Liens; and



 


		(3)	consenting to and directing the Collateral Trustee to perform its obligations under the Collateral
Trust Agreement, the Intercreditor Agreement and the other Security Documents establishing Parity Liens.



 


"Affiliate"
of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect
common control with such specified Person. For purposes of this definition, “control,” as used with respect to any
Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies
of such Person, whether through the ownership of voting securities, by agreement or otherwise; provided, however,
that beneficial ownership of 10% or more of the Voting Stock of a Person will be deemed to be control by the other Person; and
further, that any third Person which also beneficially owns 10% or more of the Voting Stock of a specified Person shall not be
deemed to be an Affiliate of either the specified Person or the other Person merely because of such common ownership in such specified
Person. For purposes of this definition, the terms “controlling,” “controlled by” and “under common
control with” have correlative meanings.


 


"Agent"
means any Registrar or Paying Agent.


 


"Agent Members"
has the meaning provided in the Appendix.


 


"Applicable
Law,” except as the context may otherwise require, means all applicable laws, rules, regulations, ordinances, judgments,
decrees, injunctions, writs and orders of any court or governmental or congressional agency or authority and rules, regulations,
orders, licenses and permits of any United States federal, state, municipal, regional, or other governmental body, instrumentality,
agency or authority.


 


"Applicable
Procedures” means, with respect to any transfer or exchange of or for beneficial interests in any Global Note, the rules
and procedures of the Depository that apply to such transfer or exchange.


 


"Approved
Counterparty” means any of the following: (a) J. Aron & Company, Koch Supply & Trading, LP, Merrill Lynch
Commodities, Inc., JPMorgan Chase Bank, N.A., Bank of America, N.A., BP Products North America Inc., BP Energy Company,
NATIXIS, Barclays Bank PLC, J.P. Morgan Ventures Energy Corporation, Macquarie Bank Limited or any successor by merger of the
foregoing (together with any trading affiliate of any of foregoing entities that has comparable credit support, if any, from
the applicable parent entity), (b) any Person whose senior unsecured debt ratings, if any, or otherwise the corporate credit
rating or issuer rating, as the case may be (or whose parent entity has any such rating if such Person receives comparable
credit support from such parent entity), are not less than A3 from Moody’s Investors Service, Inc. or A- from Standard
& Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., and any successors thereto, and (c) with
respect to Forward Purchase Contracts only, any Person that is a Forward Purchase Secured Hedge Counterparty.


 






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"Asset Sale"
means:


 


(1) the
sale, lease, conveyance or other disposition of any properties or assets (including by way of a Sale and Leaseback Transaction);
provided, however, that the disposition of all or substantially all of the properties or assets of the Company and
its Restricted Subsidiaries taken as a whole will be governed by the provisions of Section 4.15 and/or the provisions of Section
5.01 and not by the provisions of Section 4.10; and


 


(2) the
issuance of Equity Interests in any of the Company’s Restricted Subsidiaries or the sale of Equity Interests in any of its
Restricted Subsidiaries.


 


Notwithstanding the
preceding, the following items will not be deemed to be Asset Sales:


 


(1) any
single transaction or series of related transactions that involves properties or assets having a fair market value of less than
$15.0 million;


 


(2) a
transfer of properties or assets between or among (x) with respect to any fixed assets constituting Collateral, the Company and
the Guarantors or (y) with respect to any properties or assets other than fixed assets constituting Collateral, the Company and
its Restricted Subsidiaries;


 


(3) an
issuance or sale of Equity Interests by a Restricted Subsidiary to the Company or to another Restricted Subsidiary;


 


(4) the
sale, lease or other disposition of equipment, inventory, accounts receivable or other properties or assets in the ordinary course
of business;


 


(5) the
sale or other disposition of cash or Cash Equivalents, Hedging Contracts or other financial instruments in the ordinary course
of business;


 


(6) a
Restricted Payment that is permitted by Section 4.07 or a Permitted Investment;


 


(7) the
creation or perfection of a Lien that is not prohibited by Section 4.12;


 


(8) dispositions
in connection with Permitted Liens;


 


(9) surrender
or waiver of contract rights or the settlement, release or surrender of contract, tort or other claims of any kind;


 


(10) the
grant in the ordinary course of business of any non-exclusive license of patents, trademarks, registrations therefor and other
similar intellectual property; and


 


(11) an
Asset Swap.


 






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"Asset
Swap” means any substantially contemporaneous (and in any event occurring within 180 days of each other) purchase
and sale or exchange of any assets or properties used or useful in a Permitted Business (or Capital Stock representing an
interest therein) between the Company or any of its Restricted Subsidiaries and another Person; provided that any cash
received must be applied in accordance with Section 4.10 as if the Asset Swap were an Asset Sale.


 


"Attributable
Debt” in respect of a Sale and Leaseback Transaction means, at the time of determination, the present value of the obligation
of the lessee for net rental payments during the remaining term of the lease included in such Sale and Leaseback Transaction including
any period for which such lease has been extended or may, at the option of the lessor, be extended. Such present value shall be
calculated using a discount rate equal to the rate of interest implicit in such transaction, determined in accordance with GAAP;
provided, however, that, if such Sale and Leaseback Transaction results in a Finance Lease Obligation, the amount
of Indebtedness represented thereby will be determined in accordance with the definition of “Finance Lease Obligation.”
As used in the preceding sentence, the “net rental payments” under any lease for any such period shall mean the sum
of rental and other payments required to be paid with respect to such period by the lessee thereunder, excluding any amounts required
to be paid by such lessee on account of maintenance and repairs, insurance, taxes, assessments, water rates or similar charges.
In the case of any lease that is terminable by the lessee upon payment of penalty, such net rental payment shall also include the
amount of such penalty, but no rent shall be considered as required to be paid under such lease subsequent to the first date upon
which it may be so terminated.


 


"Available
Cash” has the meaning assigned to such term in the Partnership Agreement, as in effect on the Initial Issuance Date.


 


"Bankruptcy
Law” means Title 11 of the United States Code, as amended, or any similar federal or state law for the relief of debtors.


 


"Beneficial
Owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating
the beneficial ownership of any particular “person” (as that term is used in Section 13(d)(3) of the Exchange Act),
such “person” will be deemed to have beneficial ownership of all securities that such “person” has the
right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only
upon the occurrence of a subsequent condition. The terms “Beneficially Owns” and “Beneficially Owned” have
correlative meanings.


 


"Board of
Directors” means:


 


(1) with
respect to a corporation, the board of directors of the corporation or any committee thereof duly authorized to act on behalf of
such board;


 


(2) with
respect to a partnership, the board of directors or board of managers of the general partner of the partnership or, if such general
partner is itself a limited partnership, then the board of directors or board of managers of its general partner;


 


(3) with
respect to a limited liability company, the board of managers or directors, the managing member or members or any controlling committee
of managing members thereof; and


 




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(4) with
respect to any other Person, the board or committee of such Person serving a similar function.


 


"Board Resolution"
means a copy of a resolution certified by the Secretary or an Assistant Secretary of the applicable Person to have been duly adopted
by the Board of Directors of such Person and to be in full force and effect on the date of such certification, and delivered to
the Trustee.


 


"Borrowing
Base” means, as of any date, the sum of (i) 85% of the fair market value of inventories of the Company and its Restricted
Subsidiaries as of the end of the most recent month preceding such date or any more recent date for which such information is available,
and (ii) 90% of the book value of the accounts receivable (net of reserve for doubtful accounts) of the Company and its Restricted
Subsidiaries as of the end of the most recent month preceding such date or any more recent date for which such information is available,
in each case calculated on a consolidated basis and on a pro forma basis for any subsequent acquisitions or dispositions of business
entities or property and assets constituting a division or line of business of any Person that have been made by the specified
Person or any of its Restricted Subsidiaries, including through mergers or consolidations.


 


"Business
Day” means each day that is not a Saturday, Sunday or other day on which banking institutions in New York, New York or
another place of payment are authorized or required by law to close.


 


"Calumet Montana"
means Calumet Montana Refining, LLC, a Delaware limited liability company.


 


"Capital Stock"
means:


 


(1) in
the case of a corporation, corporate stock;


 


(2) in
the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however
designated) of corporate stock;


 


(3) in
the case of a partnership or limited liability company, partnership interests (whether general or limited) or membership interests;
and


 


(4) any
other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions
of assets of, the issuing Person.


 


"Cash Equivalents"
means:


 


(1) United
States dollars;


 


(2) securities
issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality of the United
States government (provided that the full faith and credit of the United States is pledged in support of those securities)
having maturities of not more than six months from the date of acquisition;


 




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(3) marketable
general obligations issued by any state of the United States of America or any political subdivision of any such state or any public
instrumentality thereof maturing within one year from the date of acquisition thereof and, at the time of acquisition thereof,
having a credit rating of “A” or better from either S&P or Moody’s;


 


(4) certificates
of deposit, demand deposits and eurodollar time deposits with maturities of one year or less from the date of acquisition, bankers’
acceptances with maturities not exceeding one year and overnight bank deposits, in each case, with any lender party to the Credit
Agreement or with any domestic commercial bank having capital and surplus in excess of $500.0 million and a Thomson Bank Watch
Rating of “B” or better;


 


(5) repurchase
obligations with a term of not more than seven days for underlying securities of the types described in clauses (2), (3) and (4)
above entered into with any financial institution meeting the qualifications specified in clause (4) above;


 


(6) commercial
paper having one of the two highest ratings obtainable from Moody’s or S&P and in each case maturing within six months
after the date of acquisition; and


 


(7) money
market funds at least 95% of the assets of which constitute Cash Equivalents of the kinds described in clauses (1) through (6)
of this definition.


 


"Change of
Control” means the occurrence of any of the following:


 


(1) the
direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one
or a series of related transactions, of all or substantially all of the properties or assets (including Capital Stock of the Restricted
Subsidiaries) of the Company and its Restricted Subsidiaries taken as a whole, to any “person” (as that term is used
in Section 13(d) (3) of the Exchange Act) other than a Restricted Subsidiary or a Qualifying Owner;


 


(2) the
adoption of a plan relating to the liquidation or dissolution of the Company or removal of the General Partner by the limited partners
of the Company; or


 


(3) the
consummation of any transaction (including, without limitation, any merger or consolidation), in one or a series of related transactions,
the result of which is that any “person” (as that term is used in Section 13(d)(3) of the Exchange Act), excluding
the Qualifying Owners, becomes the Beneficial Owner, directly or indirectly, of more than 50% of the Voting Stock of either the
General Partner, if the Company is a partnership, or of the Company, if the Company is not a partnership, measured by voting power
rather than number of shares, units or the like.


 


Notwithstanding
the preceding, a conversion of the Company or any of its Restricted Subsidiaries from a limited partnership, corporation,
limited liability company or other form of entity to a limited liability company, corporation, limited partnership or other
form of entity or an exchange of all of the outstanding Equity Interests in one form of entity for Equity Interests in
another form of entity shall not constitute a Change of Control, so long as immediately following such conversion or exchange
the “persons” (as that term is used in Section 13(d)(3) of the Exchange Act) who Beneficially Owned the Capital
Stock of the Company immediately prior to such transactions Beneficially Own in the aggregate more than 50% of the Voting
Stock of such entity, or continue to Beneficially Own sufficient Equity Interests in such entity to elect a majority of its
directors, managers, trustees or other persons serving in a similar capacity for such entity or its general partner, as
applicable, and, in either case no “person,” other than a Qualifying Owner, Beneficially Owns more than 50% of
the Voting Stock of such entity or its general partner, as applicable.


 






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"Clearstream"
means Clearstream Banking, société anonyme, or any successor securities clearing agency.


 


"Closing Date
Mortgaged Properties” means any Premises located in the states of Louisiana, Missouri, Pennsylvania or Texas.


 


"Code"
means the Internal Revenue Code of 1986, as amended from time to time, and any successor statute.


 


"Collateral"
means all property wherever located and whether now owned or at any time acquired after the Initial Issuance Date by any Obligor
as to which a Lien is granted under the Security Documents to secure the Notes or any Subsidiary Guarantee; provided that,
Collateral shall not include Excluded Property.


 


"Collateral
Trust Agreement” means the Amended and Restated Collateral Trust Agreement, dated as of April 20, 2016, among the Issuers
and the Guarantors party thereto, the Trustee, the Collateral Trustee for the benefit of the Holders of the Notes and the holders
of all other Parity Lien Obligations, and the Parity Lien Representatives from time to time party thereto, as amended, restated,
supplemented or otherwise modified from time to time.


 


"Collateral
Trustee” means Wilmington Trust, National Association, in its capacity as collateral trustee under the Collateral Trust
Agreement, or any successor thereto in such capacity.


 


"Commission"
or “SEC” means the Securities and Exchange Commission.


 


"Company Order"
means a written request or order signed on behalf of each Issuer by an Officer of the Company, who must be the Chief Executive
Officer, the Chief Financial Officer, the Treasurer or the Controller of an Issuer, and delivered to the Trustee.


 


"Consolidated
Cash Flow” means, with respect to any specified Person for any period, the Consolidated Net Income of such Person for
such period plus:


 


(1) an
amount equal to any net loss realized by such Person or any of its Restricted Subsidiaries in connection with an Asset Sale, to
the extent such losses were deducted in computing such Consolidated Net Income; plus


 


(2) provision
for taxes based on income or profits of such Person and its Restricted Subsidiaries for such period, to the extent that such provision
for taxes was deducted in computing such Consolidated Net Income; plus


 






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(3) consolidated
interest expense of such Person and its Restricted Subsidiaries for such period, whether paid or accrued and whether or not
capitalized (including, without limitation, amortization of debt issuance costs and original issue discount, non-cash
interest payments, the interest component of any deferred payment obligations, the interest component of all payments
associated with Finance Lease Obligations, imputed interest with respect to Attributable Debt, commissions, discounts and
other fees and charges incurred in respect of letter of credit or bankers’ acceptance financings), and net of the
effect of all payments made or received pursuant to interest rate Hedging Contracts, to the extent that any such expense was
deducted in computing such Consolidated Net Income; plus


 


(4) depreciation
and amortization (including amortization of intangibles but excluding amortization of prepaid cash expenses that were paid in a
prior period), impairment, non-cash equity based compensation expense and other non-cash items (excluding any such non-cash item
to the extent that it represents an accrual of or reserve for cash expenses in any future period or amortization of a prepaid cash
expense that was paid in a prior period) of such Person and its Restricted Subsidiaries for such period to the extent that such
depreciation and amortization, impairment and other non-cash items that were deducted in computing such Consolidated Net Income;
plus


 


(5) unrealized
non-cash losses resulting from foreign currency balance sheet adjustments required by GAAP to the extent such losses were deducted
in computing such Consolidated Net Income; plus


 


(6) all
extraordinary, unusual or non-recurring items of gain or loss, or revenue or expense; minus


 


(7) non-cash
items increasing such Consolidated Net Income for such period, other than items that were accrued in the ordinary course of
business, in each case, on a consolidated basis and determined in accordance with GAAP.


 


"Consolidated
Net Income” means, with respect to any specified Person for any period, the aggregate of the Net Income of such Person
and its Restricted Subsidiaries for such period, on a consolidated basis, determined in accordance with GAAP, provided that:


 


(1) the
Net Income (but not loss) of any Person that is not a Restricted Subsidiary or that is accounted for by the equity method of accounting
will be included, but only to the extent of the amount of dividends or distributions paid in cash to the specified Person or a
Restricted Subsidiary of the Person;


 


(2) the
Net Income of any Restricted Subsidiary (other than a Guarantor) will be excluded to the extent that the declaration or payment
of dividends or similar distributions by that Restricted Subsidiary of that Net Income is not at the date of determination permitted
without any prior governmental approval (that has not been obtained) or, directly or indirectly, by operation of the terms of its
charter or any judgment, decree, order, statute, rule or governmental regulation applicable to that Restricted Subsidiary or its
stockholders, partners or members;


 


(3) the
cumulative effect of a change in accounting principles will be excluded;


 




    8


     


    

 


(4) unrealized
losses and gains under derivative instruments included in the determination of Consolidated Net Income, including, without limitation
those resulting from the application of the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC)
815 will be excluded;


 


(5) realized
losses and gains under derivative instruments excluded from the determination of Consolidated Net Income, without limitation those
resulting from the application of the FASB ASC 815 will be included; and


 


(6) any
nonrecurring charges relating to any premium or penalty paid, write off of deferred finance costs or other charges in connection
with redeeming or retiring any Indebtedness prior to its Stated Maturity will be excluded.


 


"Consolidated
Net Tangible Assets” means, with respect to any Person at any date of determination, the aggregate amount of total assets
included in such Person’s most recent quarterly or annual consolidated balance sheet prepared in accordance with GAAP less
applicable reserves reflected in such balance sheet, after deducting the following amounts: (a) all current liabilities reflected
in such balance sheet, and (b) all goodwill, trademarks, patents, unamortized debt discounts and expenses and other like intangibles
reflected in such balance sheet.


 


"Corporate
Conversion” means (a) a conversion (whether by merger, statutory conversion or otherwise) of the Company from a limited
partnership to a corporation, (b) the consummation of an exchange of Capital Stock of the Company for Capital Stock in a corporation,
whereby the Capital Stock of the Company ceases to be listed for trading on a national securities exchange and the common stock
of such corporation is listed for trading on a national securities exchange or (c) an election by the Company to be treated as
a corporation for U.S. federal income tax purposes.


 


"Corporate
Trust Office of the Trustee” means the office of the Trustee at which at any time its corporate trust business shall
be administered, which office at the date hereof is located at Wilmington Trust, National Association, Corporate Capital Markets,
50 South Sixth Street, Suite 1290, Minneapolis, Minnesota 55402, Attn: Calumet Specialty Products Partners, L.P., Account Manager,
or such other address as the Trustee may designate from time to time by notice to the Holders and the Issuers, or the principal
corporate trust office of any successor Trustee (or such other address as a successor Trustee may designate from time to time by
notice to the Holders and the Issuers).


 


"Credit Agreement"
means that certain Third Amended and Restated Credit Agreement, dated as of February 23, 2018, among the Company and certain of
its subsidiaries, as borrowers, certain of its other subsidiaries as guarantors, certain financial institutions party thereto from
time to time, as lenders, and the Credit Agreement Agent, including any related notes, guarantees, collateral documents, instruments
and agreements executed in connection therewith, and in each case, as amended, restated, modified, renewed, refunded, replaced
or refinanced from time to time.


 


"Credit Agreement
Agent” means Bank of America, N.A., in its capacity as administrative agent under the Credit Agreement, or any successor
thereto in such capacity.


 




    9


     


    

 


“Credit Agreement
Collateral” means all of the assets and property of any Obligor, whether real, personal or mixed, with respect to which
a Lien is granted as security for any Credit Agreement Obligations.


 


“Credit Agreement
Documents” means the Credit Agreement and the Credit Documents (as defined in the Credit Agreement as amended from time
to time in accordance with the Intercreditor Agreement) and each of the other agreements, documents and instruments providing for
or evidencing any other Credit Agreement Obligations, and any other document or instrument executed or delivered at any time in
connection therewith, including any intercreditor or joinder agreement among holders of Credit Agreement Obligations, to the extent
such are effective at the relevant time, as each may be amended or modified from time to time in accordance with the Intercreditor
Agreement.


 


“Credit Agreement
Obligations” means all Obligations (as defined in the Credit Agreement). “Credit Agreement Obligations” shall
include, without limitation, (a) all principal, premium, if any, reimbursement obligations, interest accrued or accruing (or which
would, absent commencement of an Insolvency or Liquidation Proceeding, accrue) in accordance with the relevant Credit Agreement
Document and (b) all fees, costs, expenses, indemnifications, damages, guarantees, and charges and other liabilities or amounts
incurred in connection with the Credit Agreement Documents and provided for thereunder, in the case of each of clause (a) and clause
(b) whether before or after commencement of an Insolvency or Liquidation Proceeding and irrespective of whether any claim for such
interest, fees, costs, expenses, indemnifications, damages, guarantees, charges or other liabilities or amounts is allowed as a
claim in such Insolvency or Liquidation Proceeding.


 


"Credit Facilities"
means one or more debt facilities (including, without limitation, the Credit Agreement), commercial paper facilities, loan agreements
or other financing agreements, in each case the majority of the loans or commitments under which, as of the date of the closing
of such facilities or agreements, are provided by commercial banks, by affiliates of commercial banks customarily engaging in making
or providing commercial loans or other financing, or by governmental authorities, and which facilities or agreements provide for
revolving loans, term loans, letters of credit or similar financing arrangements, in each case, as amended, restated, modified,
renewed, refunded, replaced or refinanced in whole or in part from time to time with facilities or agreements that satisfy the
above requirements.


 


"Custodian"
means any receiver, trustee, assignee, liquidator, sequestrator or similar official under any Bankruptcy Law.


 


"Default"
means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default.


 


"Depository"
or “DTC” has the meaning provided in the Appendix.


 


"Designated
Non-cash Consideration” means the fair market value of non-cash consideration received by the Company or one of its
Restricted Subsidiaries in connection with an Asset Sale that is so designated as “Designated Non-cash
Consideration” pursuant to an Officers’ Certificate, less the amount of cash or Cash Equivalents received in
connection with a subsequent sale of such Designated Non-cash Consideration.


 






    10


     


    

 


"Disqualified
Stock” means any Capital Stock that, by its terms (or by the terms of any security into which it is convertible, or for
which it is exchangeable, in each case at the option of the holder of the Capital Stock), or upon the happening of any event, matures
or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder of
the Capital Stock, in whole or in part, on or prior to the date that is 91 days after the date on which the Notes mature (in each
case other than in exchange for Capital Stock of the Company (other than Disqualified Stock)). Notwithstanding the preceding sentence,
any Capital Stock that would constitute Disqualified Stock solely because the holders of the Capital Stock have the right to require
the Company to repurchase or redeem such Capital Stock upon the occurrence of a change of control or an asset sale will not constitute
Disqualified Stock if the terms of such Capital Stock provide that the Company may not repurchase or redeem any such Capital Stock
pursuant to such provisions unless such repurchase or redemption complies with Section 4.07.


 


"Distribution
Compliance Period” has the meaning provided in the Appendix.


 


"Domestic
Subsidiary” means any Restricted Subsidiary of the Company that is formed under the laws of the United States or any
state of the United States or the District of Columbia.


 


"Equity Interests"
means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is
convertible into, or exchangeable for, Capital Stock).


 


"Equity Offering"
means any public sale of Capital Stock (other than Disqualified Stock) made for cash on a primary basis by the Company after the
Initial Issuance Date (other than a registration statement on Form S-4 or Form S-8 or otherwise relating to equity securities issuable
under any employee benefit plan of the Company).


 


"Euroclear"
means the Euroclear System or any successor securities clearing agency.


 


"Exchange
Act” means the Securities Exchange Act of 1934, as amended.


 


"Excluded
Property” has the meaning set forth in the Collateral Trust Agreement.


 


"Existing
Indebtedness” means the aggregate principal amount of Indebtedness of the Company and its Restricted Subsidiaries (other
than Indebtedness under the Credit Agreement, which is considered incurred under the first paragraph of Section 4.09 and other
than intercompany Indebtedness) in existence on the Initial Issuance Date, until such amounts are repaid.


 


"Existing
Unsecured Notes” means the Issuers’ 7.625% Senior Notes due 2022, 7.75% Senior Notes due 2023 and 11.00% Senior
Notes due 2025, in each case in the principal amounts that are outstanding on the Initial Issuance Date after giving effect to
the issuance of the Notes in exchange for certain of the 7.625% Senior Notes due 2022.


 




    11


     


    

 


The term “fair
market value” means the value that would be paid by a willing buyer to an unaffiliated willing seller in a transaction
not involving distress or necessity of either party.


 


"Finance Lease
Obligation” means, at the time any determination is to be made, the amount of the liability in respect of a finance lease
that would at that time be required to be recorded as a finance lease on a balance sheet in accordance with GAAP; provided
that any obligations that are classified as an operating lease under GAAP shall for all purposes not be treated as Finance Lease
Obligations or Indebtedness.


 


"Fixed Charge
Coverage Ratio” means with respect to any specified Person for any four-quarter reference period, the ratio of the Consolidated
Cash Flow of such Person for such period to the Fixed Charges of such Person for such period. In the event that the specified Person
or any of its Restricted Subsidiaries incurs, assumes, guarantees, repays, repurchases or redeems any Indebtedness (other than
ordinary working capital borrowings) or issues, repurchases or redeems preferred stock subsequent to the commencement of the applicable
four-quarter reference period and on or prior to the date on which the event for which the calculation of the Fixed Charge Coverage
Ratio is made (the “Calculation Date”), then the Fixed Charge Coverage Ratio will be calculated giving pro forma effect
to such incurrence, assumption, guarantee, repayment, repurchase or redemption of Indebtedness, or such issuance, repurchase or
redemption of preferred stock, and the use of the proceeds therefrom as if the same had occurred at the beginning of such period.


 


In addition, for purposes
of calculating the Fixed Charge Coverage Ratio:


 


(1) acquisitions
that have been made by the specified Person or any of its Restricted Subsidiaries, including through mergers, consolidations or
otherwise (including acquisitions of assets used in a Permitted Business), and including in each case any related financing transactions
(including repayment of Indebtedness) during the four-quarter reference period or subsequent to such reference period and on or
prior to the Calculation Date, will be given pro forma effect as if they had occurred on the first day of the four-quarter reference
period, including any Consolidated Cash Flow and any pro forma expense and cost reductions that have occurred or are reasonably
expected to occur within the next 12 months, in the reasonable judgment of the chief financial or accounting officer of the General
Partner (regardless of whether those cost savings or operating improvements could then be reflected in pro forma financial statements
in accordance with Regulation S-X promulgated under the Securities Act or any other regulation or policy of the Commission related
thereto);


 


(2) the
Consolidated Cash Flow attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses
disposed of prior to the Calculation Date, will be excluded;


 


(3) the
Fixed Charges attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses disposed
of prior to the Calculation Date, will be excluded, but only to the extent that the obligations giving rise to such Fixed Charges
will not be obligations of the specified Person or any of its Restricted Subsidiaries following the Calculation Date; and


 




    12


     


    

 


(4) interest
income reasonably anticipated by such Person to be received during the applicable four-quarter period from cash or Cash Equivalents
held by such Person or any Restricted Subsidiary of such Person, which cash or Cash Equivalents exist on the Calculation Date or
will exist as a result of the transaction giving rise to the need to calculate the Fixed Charge Coverage Ratio, will be included.


 


"Fixed Charges"
means, with respect to any specified Person for any period, the sum, without duplication, of:


 


(1) the
consolidated interest expense of such Person and its Restricted Subsidiaries for such period, whether paid or accrued (including,
without limitation, amortization of debt issuance costs and original issue discount, non-cash interest payments, the interest component
of any deferred payment obligations, the interest component of all payments associated with Finance Lease Obligations, imputed
interest with respect to Attributable Debt, commissions, discounts and other fees and charges incurred in respect of letter of
credit or bankers’ acceptance financings), and net of the effect of all payments made or received pursuant to interest rate
Hedging Contracts, other than gains or losses with respect to interest rate Hedging Contracts that are unwound in connection with
the issuance of the Initial Notes and the application of the proceeds thereof, regardless of the timing of the cash settlement
thereof; plus


 


(2) the
consolidated interest expense of such Person and its Restricted Subsidiaries that was capitalized during such period; plus


 


(3) any
interest expense on Indebtedness of another Person that is guaranteed by such Person or one of its Restricted Subsidiaries or secured
by a Lien on assets of such Person or one of its Restricted Subsidiaries, whether or not such guarantee or Lien is called upon;
plus


 


(4) all
dividends, whether paid or accrued and whether or not in cash, on any series of Disqualified Stock of such Person or any of its
Restricted Subsidiaries, other than dividends on Equity Interests payable solely in Equity Interests of the Company (other than
Disqualified Stock) or to the Company or a Restricted Subsidiary of the Company, in each case, on a consolidated basis and determined
in accordance with GAAP.


 


"Forward Purchase
Contract” means a Hedging Contract that involves the purchase or sale of any physical commodity.


 


"Forward Purchase
Secured Hedge Counterparty” means a Secured Hedge Counterparty that has entered into one or more Forward Purchase Contracts
with an Obligor.


 


"GAAP"
means generally accepted accounting principles in the United States, which are in effect on the Initial Issuance Date.


 


"General Partner"
means Calumet GP, LLC, a Delaware limited liability company, and its successors and permitted assigns as general partner of the
Company or as the business entity with the ultimate authority to manage the business and operations of the Company.


 


"Global Note"
has the meaning provided in the Appendix.


 




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"Government
Securities” means direct obligations of, or obligations guaranteed by, the United States of America for the payment of
which guarantee or obligations the full faith and credit of the United States is pledged.


 


The term “guarantee"
means a guarantee other than by endorsement of negotiable instruments for collection in the ordinary course of business, direct
or indirect, in any manner including, without limitation, by way of a pledge of assets, acting as co-obligor or through letters
of credit or reimbursement agreements in respect thereof, of all or any part of any Indebtedness. When used as a verb, “guarantee”
has a correlative meaning.


 


"Guarantors"
means each of (a) the Subsidiaries of the Company, other than Finance Corp., executing this Indenture as initial Guarantors, (b)
any other Restricted Subsidiary of the Company that executes a supplement to this Indenture to become a Guarantor in accordance
with Section 4.13 or 10.03 hereof or otherwise and (c) the respective successors and assigns of such Restricted Subsidiaries, as
required under Article 10 hereof, in each case until such time as any such Restricted Subsidiary shall be released and relieved
of its obligations pursuant to Section 10.04 hereof.


 


"Hedging Contract"
means, with respect to any specified Person:


 


(1) interest
rate swap agreements, interest rate cap agreements and interest rate collar agreements entered into with one or more financial
institutions and designed to protect the Person or any of its Restricted Subsidiaries entering into the agreement against fluctuations
in interest rates with respect to Indebtedness incurred;


 


(2) foreign
exchange contracts and currency protection agreements entered into with one or more financial institutions and designed to protect
the Person or any of its Restricted Subsidiaries entering into the agreement against fluctuations in currency exchanges rates with
respect to Indebtedness incurred;


 


(3) any
commodity futures contract, commodity option or other similar agreement or arrangement designed to protect against fluctuations
in the price of Hydrocarbons used, produced, processed or sold by that Person or any of its Restricted Subsidiaries at the time;


 


(4) any
and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed
by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign
Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “Master
Agreement”), including any such obligations or liabilities under any Master Agreement; and


 


(5) other
agreements or arrangements designed to protect such Person or any of its Restricted Subsidiaries against fluctuations in interest
rates, commodity prices or currency exchange rates;


 


and in each case are
entered into only in the ordinary course of business and not for speculative purposes.


 




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"Holder"
or “Noteholder” means a Person in whose name a Note is registered.


 


"Hydrocarbons"
means crude oil, natural gas, casinghead gas, drip gasoline, natural gasoline, condensate, distillate, liquid hydrocarbons, gaseous
hydrocarbons and all constituents, elements or compounds thereof and products refined or processed therefrom.


 


"Indebtedness"
means, with respect to any specified Person, any indebtedness of such Person, whether or not contingent:


 


(1) in
respect of borrowed money;


 


(2) evidenced
by bonds, notes, debentures or similar instruments;


 


(3) in
respect of all outstanding letters of credit issued for the account of such Person that support obligations that constitute Indebtedness
(provided that the amount of such letters of credit included in Indebtedness shall not exceed the amount of the Indebtedness
being supported) and, without duplication, the unreimbursed amount of all drafts drawn under letters of credit issued for the account
of such Person;


 


(4) in
respect of bankers’ acceptances;


 


(5) representing
Finance Lease Obligations or Attributable Debt in respect of Sale and Leaseback Transactions;


 


(6) representing
the balance deferred and unpaid of the purchase price of any property, except any such balance that constitutes an accrued expense
or trade payable; or


 


(7) representing
any obligations under Hedging Contracts,


 


if and to the extent any of the preceding
items (other than (a) letters of credit and obligations under Hedging Contracts and (b) liabilities under leases that are not finance
leases) would appear as a liability upon a balance sheet of the specified Person prepared in accordance with GAAP. In addition,
the term “Indebtedness” includes all Indebtedness of other Persons secured by a Lien on any asset of the specified
Person (whether or not such Indebtedness is assumed by the specified Person) and, to the extent not otherwise included, the guarantee
by the specified Person of any Indebtedness of any other Person. For the avoidance of doubt, the term “Indebtedness”
excludes any obligation arising from any agreement providing for indemnities, purchase price adjustments, holdbacks, contingency
payment obligations based on the performance of the acquired or disposed assets or similar obligations (other than guarantees of
Indebtedness) incurred by the specified Person in connection with the acquisition or disposition of assets.


 


The amount of any Indebtedness
outstanding as of any date will be:


 


(1) the
accreted value of the Indebtedness, in the case of any Indebtedness issued with original issue discount;


 






    15


     


    

 


(2) in the case of
obligations under any Hedging Contracts, the termination value of the agreement or arrangement giving rise to such obligations
that would be payable by such Person at such date; and 


 


(3) the
principal amount of the Indebtedness, together with any interest on the Indebtedness that is more than 30 days past due, in the
case of any other Indebtedness.


 


"Indenture"
means this Indenture, as amended or supplemented from time to time.


 


"Initial Issuance
Date” means August 5, 2020.


 


"Initial Notes"
has the meaning provided in the Appendix.


 


"Insolvency
or Liquidation Proceeding” means:


 


(1) any
case commenced by or against any Obligor under any Bankruptcy Law for the relief of debtors, any other proceeding for the reorganization,
recapitalization or adjustment or marshalling of the assets or liabilities of any Obligor, any receivership or assignment for the
benefit of creditors relating to any Obligor or any similar case or proceeding relative to any Obligor or its creditors, as such,
in each case whether or not voluntary;


 


(2) any
liquidation, dissolution, marshalling of assets or liabilities or other winding up of or relating to any Obligor, in each case
whether or not voluntary and whether or not involving bankruptcy or insolvency, except for any liquidation or dissolution permitted
under the Parity Lien Documents; or


 


(3) any
other proceeding of any type or nature in which substantially all claims of creditors of any Obligor are determined and any payment
or distribution is or may be made on account of such claims.


 


"Intercreditor
Agreement” means the Second Amended and Restated Intercreditor Agreement among the Collateral Trustee, the Credit Agreement
Agent, the Obligors and the other parties from time to time party thereto, dated as of April 20, 2016, as it may be amended, restated,
supplemented or otherwise modified from time to time “Investment Grade Rating” means a rating equal to or higher
than Baa3 (or the equivalent) by Moody’s and BBB- (or the equivalent) by S&P.


 


"Investments"
means, with respect to any Person, all direct or indirect investments by such Person in other Persons (including Affiliates)
in the forms of loans (including guarantees or other obligations), advances or capital contributions (excluding (1)
commission, travel and similar advances to officers and employees made in the ordinary course of business and (2) advances to
customers in the ordinary course of business that are recorded as accounts receivable on the balance sheet of the lender),
purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities, together with all
items that are or would be classified as investments on a balance sheet prepared in accordance with GAAP. If the Company or
any Restricted Subsidiary of the Company sells or otherwise disposes of any Equity Interests of any direct or indirect
Restricted Subsidiary of the Company such that, after giving effect to any such sale or disposition, such Person is no longer
a Restricted Subsidiary of the Company, the Company will be deemed to have made an Investment on the date of any such sale or
disposition in an amount equal to the fair market value of the Equity Interests of such Restricted Subsidiary not sold or
disposed of in an amount determined as provided in the final paragraph of Section 4.07.


 






    16


     


    

 


“Joint Venture”
means any Person that is not a direct or indirect Subsidiary of the Company in which the Company or any of its Restricted Subsidiaries
makes any Investment.


 


"Lien"
means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of
such asset, whether or not filed, recorded or otherwise perfected under Applicable Law, including any conditional sale or other
title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in
and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any
jurisdiction other than a precautionary financing statement respecting a lease not intended as a security agreement.


 


"Make Whole
Premium” means, as determined by the Company, with respect to a Note at any time, the excess, if any, of (a) the present
value at such time of (i) the redemption price of such Note at July 15, 2021 (as specified in the table in Section 3.07(a), excluding
accrued interest) plus (ii) any required interest payments due on such Note through July 15, 2021 (except for currently accrued
and unpaid interest), computed using a discount rate equal to the Treasury Rate plus 50 basis points, discounted to the redemption
date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months), over (b) the principal amount of such
Note.


 


"Missouri
Property” means the specialty hydrocarbon processing facility owned and operated by any Obligor and located in Louisiana,
Missouri.


 


"Moody’s"
means Moody’s Investors Service, Inc. or any successor to the rating agency business thereof.


 


"Montana Property"
means the refinery facility owned and operated by any Obligor and located in Great Falls, Montana.


 


"Mortgages"
mean mortgages, deeds of trust, deeds to secure indebtedness or other similar documents securing Liens on the Premises, as well
as the other Collateral secured by and described in the mortgages, deeds of trust, deeds to secure Indebtedness or other similar
documents.


 


"Net Income"
means, with respect to any specified Person, the net income (loss) of such Person, determined in accordance with GAAP and before
any reduction in respect of preferred stock dividends, excluding, however:


 


(1) any
gain (but not loss), together with any related provision for taxes on such gain (but not loss), realized in connection with: (a)
any Asset Sale; or (b) the disposition of any securities by such Person or the extinguishment of any Indebtedness of such Person;
and


 


(2) any
extraordinary gain (but not loss), together with any related provision for taxes on such extraordinary gain (but not loss).


 




    17


     


    

 


"Net Proceeds"
means the aggregate cash proceeds received by the Company or any of its Restricted Subsidiaries in respect of any Asset Sale (including,
without limitation, any cash received upon the sale or other disposition of any non-cash consideration received in any Asset Sale),
net of:


 


(1) the
direct costs relating to such Asset Sale, including, without limitation, legal, accounting and investment banking fees and sales
commissions, severance costs and any relocation expenses incurred as a result of the Asset Sale;


 


(2) taxes
paid or payable as a result of the Asset Sale, in each case, after taking into account any available tax credits or deductions
and any tax sharing arrangements;


 


(3) amounts
required to be applied to the repayment of Indebtedness secured by a Lien on the properties or assets that were the subject of
such Asset Sale; and


 


(4) any
amounts to be set aside in any reserve established in accordance with GAAP or any amount placed in escrow, in either case for adjustment
in respect of the sale price of such properties or assets or for liabilities associated with such Asset Sale and retained by the
Company or any of its Restricted Subsidiaries until such time as such reserve is reversed or such escrow arrangement is terminated,
in which case Net Proceeds shall include only the amount of the reserve so reversed or the amount returned to the Company or its
Restricted Subsidiaries from such escrow arrangement, as the case may be.


 


"New Jersey
Property” means the Company’s facility in Wall Township, New Jersey, formerly a packaging facility, and with respect
to which the Company has ceased all regular operations and is demolishing the structures thereon.


 


"Non-Recourse
Debt” means Indebtedness:


 


(1) as
to which neither the Company nor any of its Restricted Subsidiaries (a) provides credit support of any kind (including any undertaking,
agreement or instrument that would constitute Indebtedness) or (b) is directly or indirectly liable as a guarantor or otherwise;


 


(2) no
default with respect to which (including any rights that the holders of the Indebtedness may have to take enforcement action against
an Unrestricted Subsidiary) would permit upon notice, lapse of time or both any holder of any other Indebtedness (other than the
Notes) of the Company or any of its Restricted Subsidiaries to declare a default on such other Indebtedness or cause the payment
of the Indebtedness to be accelerated or payable prior to its Stated Maturity; and


 


(3) as
to which the lenders have been notified in writing that they will not have any recourse to the Capital Stock or assets of the Company
or any of its Restricted Subsidiaries except as contemplated by clause (10) of the definition of Permitted Liens.


 


For purposes of determining
compliance with Section 4.09, in the event that any Non-Recourse Debt of any of the Company’s Unrestricted Subsidiaries ceases
to be Non-Recourse Debt of such Unrestricted Subsidiary, such event will be deemed to constitute an incurrence of Indebtedness
by a Restricted Subsidiary of the Company.


 




    18


     


    

 


"Notes"
has the meaning specified in the Appendix.


 


"Note Documents"
means this Indenture, the Notes, the Subsidiary Guarantees and the Security Documents.


 


"Notes Custodian"
has the meaning specified in the Appendix.


 


"Notes Obligations"
has the meaning specified in Section 12.01.


 


"Obligations"
means any principal, premium, if any, interest (including interest accruing on or after the filing of any petition in bankruptcy
or for reorganization, whether or not a claim for post-filing interest is allowed in such proceeding), penalties, fees, charges,
expenses, indemnifications, reimbursement obligations, damages, guarantees, and other liabilities or amounts payable under the
documentation governing any Indebtedness, including Hedging Contracts, or in respect thereto.


 


"Obligors"
means the Issuers, the Guarantors and any other Person who is liable for any of the Parity Lien Obligations.


 


"Offering
Memorandum” means the offering memorandum of the Issuers dated July 6, 2020 relating to the offering of the Initial Notes.


 


"Officer"
means, with respect to any Person, the Chairman of the Board, the Chief Executive Officer, the President, the Chief Operating Officer,
the Chief Financial Officer, the Treasurer, any Assistant Treasurer, the Controller, the Secretary, any Assistant Secretary or
any Vice President of such Person (or, with respect to the Company, of the General Partner).


 


"Officers’
Certificate” means a certificate signed on behalf of each Issuer by two of its Officers, one of whom, in the case of
any Officers’ Certificate delivered pursuant to Section 4.04, must be the Chief Executive Officer, the President, the Chief
Financial Officer, the Treasurer or the Controller of the Company, that, in each case, meets the requirements of Section 11.05
hereof.


 


"Operating
Surplus” has the meaning assigned to such term in the Partnership Agreement, as in effect on the Initial Issuance Date.


 


"Opinion of
Counsel” means a written opinion from legal counsel (not at the Trustee’s expense) who is reasonably acceptable
to the Trustee, that meets the requirements of Section 11.05 hereof. The counsel may be an employee of or counsel to the Company
or any Subsidiary of the Company.


 


“Parity Lien”
means a Lien granted by any Obligor in favor of the Collateral Trustee pursuant to a Security Document, at any time, upon any
property of any Obligor to secure Parity Lien Obligations.


 


"Parity Lien
Debt” means:


 




    19


     


    

 


(1) the
Notes issued under this Indenture on the Initial Issuance Date and Subsidiary Guarantees thereof;


 


(2) the
Indebtedness under the Secured Hedge Agreements, including any Forward Purchase Contracts, in effect on the Initial Issuance Date
that are secured equally and ratably with, or in the case of any Forward Purchase Limited Exposure, with the priority provided
in the Collateral Trust Agreement with respect to, the other Parity Lien Obligations by a Parity Lien; and


 


(3) any
other Indebtedness (other than intercompany Indebtedness owing to the Company or its Subsidiaries) of an Obligor (including Additional
Notes and Subsidiary Guarantees thereof and Indebtedness under Secured Hedge Agreements, including Forward Purchase Contracts,
entered into after the Initial Issuance Date) that are secured equally and ratably with, or in the case of any Forward Purchase
Limited Exposure, with the priority provided in the Collateral Trust Agreement with respect to, the other Parity Lien Obligations
by a Parity Lien that was permitted to be incurred and so secured under each applicable Parity Lien Document; provided that,
in the case of any Indebtedness referred to in clause (3) of this definition:


 


(a) on
or before the date on which such Indebtedness is incurred by an Obligor, such Indebtedness is designated by the Company, in an
officers’ certificate delivered to each Parity Lien Representative and the Collateral Trustee in accordance with the Collateral
Trust Agreement, as “Parity Lien Debt” for the purposes of this Indenture and the Collateral Trust Agreement;


 


(b) other
than in the case of Additional Notes issued under this Indenture and any Subsidiary Guarantees with respect thereto, such Indebtedness
is governed by an indenture, Secured Hedge Agreement, credit agreement or other agreement that includes an Additional Parity Lien
Debt Designation and, in each case, the Parity Lien Representative of such Parity Lien Debt (other than Additional Notes) shall
have executed a joinder to the Collateral Trust Agreement in the form provided; and


 


(c) all
other requirements set forth in the Collateral Trust Agreement as to the confirmation, grant or perfection of the Collateral Trustee’s
Liens to secure such Indebtedness or Secured Hedge Agreement or Obligations in respect thereof are satisfied as set forth in the
Collateral Trust Agreement.


 


“Parity Lien
Documents” means, collectively, the Note Documents and any additional indenture, supplemental indenture, credit agreement,
Secured Hedge Agreement or other agreement governing each other Series of Parity Lien Debt and the Security Documents.


 


“Parity Lien
Obligations” means Parity Lien Debt and all other Obligations in respect thereof.


 


“Parity Lien
Representative” means:


 


(1) in
the case of the Notes, the Trustee;


 




    20


     


    

 


(2) any
holder of Parity Lien Debt acting in its individual capacity so long as such Person is, or has become, a party to the Collateral
Trust Agreement by executing a joinder in the form required under the Collateral Trust Agreement; or


 


(3) in
the case of any other Parity Lien Debt, the trustee, agent or representative of the holders of such Parity Lien Debt who (a) is
appointed as a Parity Lien Representative (for purposes related to the administration of the Security Documents) pursuant to this
Indenture, a Secured Hedge Agreement or another credit agreement or other agreement governing such Parity Lien Debt, together with
its successors in such capacity, and (b) is a party to the Collateral Trust Agreement as of the Initial Issuance Date or has become
a party to the Collateral Trust Agreement by executing a joinder in the form required under the Collateral Trust Agreement.


 


"Partnership
Agreement” means the First Amended and Restated Agreement of Limited Partnership of the Company, dated as of January
31, 2006, as amended, as in effect on the Initial Issuance Date and as such may be further amended, restated, modified or supplemented
from time to time.


 


"Permitted
Business” means either (1) processing or marketing Hydrocarbons or chemicals, or activities or services reasonably related
or ancillary thereto including entering into Hedging Contracts in the ordinary course of business and not for speculative purposes
to support these businesses and the development, manufacture and sale of equipment or technology related to these activities, or
(2) any other business that generates gross income that constitutes “qualifying income” under Section 7704(d) of the
Code.


 


"Permitted
Business Investments” means Investments by the Company or any of its Restricted Subsidiaries in any Unrestricted Subsidiary
of the Company or in any Joint Venture, provided that:


 


(1) either
(a) at the time of such Investment and immediately thereafter, the Company could incur $1.00 of additional Indebtedness under the
Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 or (b) such Investment does not exceed the aggregate
amount of Incremental Funds (as defined in Section 4.07) not previously expended at the time of making such Investment;


 


(2) if
such Unrestricted Subsidiary or Joint Venture has outstanding Indebtedness at the time of such Investment, either (a) all such
Indebtedness is Non-Recourse Debt or (b) any such Indebtedness of such Unrestricted Subsidiary or Joint Venture that is recourse
to the Company or any of its Restricted Subsidiaries (which shall include, without limitation, all Indebtedness of such Unrestricted
Subsidiary or Joint Venture for which the Company or any of its Restricted Subsidiaries may be directly or indirectly, contingently
or otherwise, obligated to pay, whether pursuant to the terms of such Indebtedness, by law or pursuant to any guarantee, including,
without limitation, any “claw-back,” “make-well” or “keep-well” arrangement) could, at the
time such Investment is made, be incurred at that time by the Company and its Restricted Subsidiaries under the Fixed Charge Coverage
Ratio test set forth in the first paragraph of Section 4.09; and


 


(3) such
Unrestricted Subsidiary’s or Joint Venture’s activities are not outside the scope of the Permitted Business.


 




    21


     


    

 


"Permitted Investments"
means:


 


(1) any
Investment in the Company (including through Investments in Existing Unsecured Notes, but only to the extent such Investments are
made with an amount of Net Proceeds from Asset Sales permitted under clause (I)(b)(ii) of the second paragraph of Section 4.10)
or (x) with respect to any Investment consisting of a contribution of fixed assets constituting Collateral, any Guarantor or (y)
with respect to any Investment other than a contribution of fixed assets constituting Collateral, any Restricted Subsidiary of
the Company;


 


(2) any
Investment in Cash Equivalents;


 


(3) any
Investment by the Company or any Restricted Subsidiary of the Company in a Person, if as a result of such Investment:


 


(a) such
Person becomes a Restricted Subsidiary of the Company; or


 


(b) such
Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its properties or assets
to, or is liquidated into, the Company or a Restricted Subsidiary of the Company; provided that, in each case, to the extent
such Investment consists of a contribution of fixed assets constituting Collateral, the Restricted Subsidiary described in clause
(a) or (b) above shall be or become a Guarantor;


 


(4) any
Investment made as a result of the receipt of non-cash consideration from an Asset Sale that was made pursuant to and in compliance
with Section 4.10, including pursuant to clause (11) of the items deemed not to be Asset Sales under the definition of “Asset
Sale;"


 


(5) any
Investment in any Person solely in exchange for the issuance of Equity Interests (other than Disqualified Stock) of the Company;


 


(6) any
Investments received in compromise of obligations of trade creditors or customers that were incurred in the ordinary course of
business, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade
creditor or customer, or as a result of a foreclosure by the Company or any of its Restricted Subsidiaries with respect to any
secured Investment in default;


 


(7) Hedging
Contracts entered into in the ordinary course of business and not for speculative purposes;


 


(8) Permitted
Business Investments; and


 


(9) other
Investments in any Person having an aggregate fair market value (measured on the date each such Investment was made and without
giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (9)
that are at the time outstanding, do not exceed the greater of $70.0 million or 5.0% of the Company’s Consolidated Net Tangible
Assets.


 






    22


     


    

 


"Permitted
Liens” means:


 


(1) Liens
on the Credit Agreement Collateral (as in effect on the Initial Issuance Date or to the extent required by the Credit Agreement
as in effect on the Initial Issuance Date) and assets other than Collateral securing Indebtedness incurred pursuant to clause (1)
of the definition of Permitted Debt;


 


(2) Liens
on Collateral securing Indebtedness incurred pursuant to clauses (3) or (5) (in the case of clause (5), solely with respect to
Permitted Refinancing Indebtedness of Parity Lien Debt incurred pursuant to clause (3)), of the definition of Permitted Debt;


 


(3) Liens
in favor of the Company or the Guarantors;


 


(4) Liens
on property of a Person existing at the time such Person is merged with or into or consolidated with the Company or any Restricted
Subsidiary of the Company, provided that such Liens were in existence prior to such merger or consolidation and do not extend
to any assets (other than improvements thereon, accessions thereto and proceeds thereof) other than those of the Person merged
into or consolidated with the Company or the Restricted Subsidiary;


 


(5) Liens
on property existing at the time of acquisition of the property by the Company or any Restricted Subsidiary of the Company, provided
that such Liens were in existence prior to such acquisition and do not extend to any property other than the property so acquired
by the Company or the Restricted Subsidiary;


 


(6) any
interest or title of a lessor to the property subject to a Finance Lease Obligation or operating lease;


 


(7) Liens
for the purpose of securing the payment of all or a part of the purchase price of, or Finance Lease Obligations, Attributable Debt,
purchase money obligations or other payments incurred to finance the acquisition, lease, improvement or construction of or repairs
or additions to, assets or property acquired or constructed in the ordinary course of business; provided that:


 


(a) the
aggregate principal amount of Indebtedness secured by such Liens is otherwise permitted to be incurred under this Indenture and
does not exceed the cost of the assets or property so acquired or constructed; and


 


(b) such
Liens are created within 180 days of the later of the acquisition, lease, completion of improvements, construction, repairs or
additions or commencement of full operation of the assets or property subject to such Lien and do not encumber any other assets
or property of the Company or any Restricted Subsidiary other than such assets or property and assets affixed or appurtenant thereto;


 


(8) Liens
existing on the Initial Issuance Date (other than Liens incurred under clause (1) or (2) above);


 






    23


     


    

 


(9) Liens
to secure the performance of tenders, bids, statutory obligations, surety or appeal bonds, trade contracts, government contracts,
operating leases, performance bonds or other obligations of a like nature incurred in the ordinary course of business;


 


(10) Liens
on and pledges of the Equity Interests of any Unrestricted Subsidiary or any Joint Venture owned by the Company or any Restricted
Subsidiary of the Company to the extent securing Non-Recourse Debt or other Indebtedness of such Unrestricted Subsidiary or Joint
Venture;


 


(11) Liens
on pipelines or other facilities or equipment that arise by operation of law;


 


(12) Liens
arising under operating agreements, joint venture agreements, partnership agreements, oil and gas leases, farmout agreements, division
orders, contracts for sale, transportation or exchange of crude oil and natural gas, unitization and pooling declarations and agreements,
area of mutual interest agreements and other agreements arising in the ordinary course of business of the Company and its Restricted
Subsidiaries that are customary in the Permitted Business;


 


(13) Liens
upon specific items of inventory, receivables or other goods or proceeds therefrom of the Company or any of its Restricted Subsidiaries
securing such Person’s obligations in respect of bankers’ acceptances or receivables securitizations issued or created
for the account of such Person to facilitate the purchase, shipment or storage of such inventory, receivables or other goods or
proceeds therefrom and permitted by Section 4.09;


 


(14) Liens
securing Obligations of the Issuers or any Guarantor under the Notes or the Subsidiary Guarantees, as the case may be;


 


(15) Liens
to secure performance of Hedging Contracts, or letters of credit issued in connection therewith, of the Company or any of its Restricted
Subsidiaries entered into in the ordinary course of business and not for speculative purposes;


 


(16) Liens
securing any insurance premium financing under customary terms and conditions, provided that no such Lien may extend to
or cover any assets or property other than the insurance being acquired with such financing, the proceeds thereof and any unearned
or refunded insurance premiums related thereto;


 


(17) other
Liens incurred by the Company or any Restricted Subsidiary of the Company, provided that, after giving effect to any such
incurrence, the aggregate principal amount of all Indebtedness then outstanding and secured by any Liens incurred pursuant to this
clause (17) does not exceed the greater of $100.0 million or 5.0% of the Company’s Consolidated Net Tangible Assets;


 


(18) any
Lien renewing, extending, refinancing or refunding a Lien permitted by clauses (1) through (16) above, provided that (a)
the principal amount of the Indebtedness secured by such Lien is not increased except by an amount equal to a reasonable premium
or other reasonable amount paid, and fees and expenses reasonably incurred, in connection therewith and by an amount equal to any
existing commitments unutilized thereunder and (b) no assets encumbered by any such Lien other than the assets permitted to be
encumbered immediately prior to such renewal, extension, refinance or refund are encumbered thereby (other than improvements thereon,
accessions thereto and proceeds thereof); and


 


(19) any Lien of the
kind that does not secure Indebtedness. 


 






    24


     


    

 


"Permitted
Payments to Parent” means the distribution by the Company to any direct or indirect parent of the Company from time to
time of amounts necessary to fund the payment by or reimbursement of such parent entity of (i) its general corporate or other operating,
administrative, compliance and overhead costs and expenses in the ordinary course of business, (ii) expenses related to the registration
and offering of securities (in either case, including any such fees, costs or expenses of independent auditors and legal counsel
to such parent entity, to the extent that all or a majority of the proceeds of such offering are or are intended to be permanently
contributed to the capital of the Company) and (iii) fees and expenses required to maintain its corporate existence and customary
salary, bonus and other benefits payable to its directors, officers and employees, to the extent such costs and expenses are reasonably
attributable or related to the ownership of the Company and its Restricted Subsidiaries.


 


"Permitted
Refinancing Indebtedness” means any Indebtedness or Disqualified Stock of the Company or any of its Restricted Subsidiaries
or any preferred stock of any Restricted Subsidiary of the Company issued in exchange for, or the net proceeds of which are used
to extend, refinance, renew, replace, defease or refund other Indebtedness or Disqualified Stock of the Company or any of its Restricted
Subsidiaries or any preferred stock of a Restricted Subsidiary of the Company (other than intercompany Indebtedness), provided
that:


 


(1) the
principal amount or liquidation preference (or accreted value, if applicable) of such Permitted Refinancing Indebtedness does not
exceed the principal amount of the Indebtedness (or accreted value, if applicable) or the liquidation preference of the Disqualified
Stock or preferred stock being extended, refinanced, renewed, replaced, defeased or refunded (plus all accrued interest on the
Indebtedness or accrued and unpaid dividends or distributions on such Disqualified Stock or preferred stock and the amount of all
expenses and premiums incurred in connection therewith);


 


(2) such
Permitted Refinancing Indebtedness (a) has a final maturity date or redemption date, as applicable, no earlier than the earlier
of (i) the final maturity date or redemption date, as applicable, of the Indebtedness or Disqualified Stock or preferred stock
being refinanced, or (ii) 91 days after the final maturity of the Notes, and (b) has a Weighted Average Life to Maturity either
(i) equal to or greater than the Weighted Average Life to Maturity of the Indebtedness or Disqualified Stock or preferred stock
being refinanced, or (ii) longer than the Weighted Average Life to Maturity of the Notes;


 


(3) if
the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded is subordinated in right of payment to the
Notes or the Subsidiary Guarantees, such Permitted Refinancing Indebtedness is subordinated in right of payment to the Notes or
the Subsidiary Guarantees on terms at least as favorable to the Noteholders as those contained in the documentation governing the
Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded; and


 






    25


     


    

 


(4) such
Indebtedness is not incurred (other than by way of a guarantee) by a Restricted Subsidiary of the Company (other than Finance Corp.)
if the Company is the issuer or other primary obligor on the Indebtedness being extended, refinanced, renewed, replaced, defeased
or refunded.


 


Notwithstanding the
preceding, any Indebtedness incurred under Credit Facilities pursuant to Section 4.09 shall be subject only to the refinancing
provision in the definition of Credit Facilities and not pursuant to the requirements set forth in the definition of Permitted
Refinancing Indebtedness.


 


"Permitted
Tax Distributions” means:


 


(1) dividends
or distributions by the Company or a subsidiary of the Company to any direct or indirect parent of the Company in an amount required
for any such direct or indirect parent to pay franchise, excise and similar taxes and other fees and expenses required to maintain
its corporate or other legal existence;


 


(2) from
and after the consummation of a Corporate Conversion, with respect to any taxable period (or portion thereof) for which the Company
and any of its subsidiaries are members of a consolidated, combined, affiliated, unitary or similar income tax group for U.S. federal
and/or applicable foreign, state or local income tax purposes (each, a “Tax Group”) of which a direct or indirect parent
of the Company is the common parent, or for which the Company is a partnership or disregarded entity for U.S. federal or applicable
foreign, state or local income tax purposes that is wholly-owned (directly or indirectly) by an entity that is taxable as a corporation
for such income tax purposes, dividends or distributions by the Company or an applicable subsidiary, as may be relevant, to such
direct or indirect parent of the Company in an amount not to exceed the sum of the amount of any U.S. federal, foreign, state and/or
local income taxes that the Company and/or its subsidiaries that are members of the relevant Tax Group, as applicable, would have
paid for such taxable period (or such portion thereof) had the Company and/or such subsidiaries, as applicable, been a stand-alone
corporate taxpayer or a stand-alone corporate group; and


 


(3) with
respect to any taxable period or portion thereof during which the Company is a passthrough entity (including a partnership or a
disregarded entity) for U.S. federal income tax purposes, dividends or distributions by the Company to any holder of Equity Interests
in the Company, on or prior to each estimated tax payment date as well as each other applicable due date, on a pro rata basis such
that each holder (or its direct or indirect owners) receives, in the aggregate for such period, payments or distributions in an
amount sufficient to enable such holder (or its direct or indirect owners) to pay its U.S. federal, state and local and foreign
income taxes (as applicable) attributable to its direct or indirect ownership of the Company with respect to such taxable period
(assuming that each such holder (or its direct and indirect owners) is subject to tax at the highest combined marginal U.S. federal,
state and local income tax rates (including any tax rate imposed on “net investment income” by Section 1411 of the
Code) applicable to an individual or, if higher, a corporation, resident in New York, New York), determined by (1) taking into
account (A) the alternative minimum tax, (B) any adjustment to such holder’s taxable income attributable to its direct and
indirect ownership of the Company and its subsidiaries as a result of any tax examination, audit or adjustment with respect to
any taxable period or portion thereof, and (C) the character (e.g., long-term or short-term capital gain or ordinary) of the applicable
income) and (2) not taking into account (A) the effect of any deduction under Section 199A of the Code and (B) the deductibility
of state and local income tax purposes for U.S. federal income purposes.


 




    26


     


    

 


"Person"
means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization,
limited liability company or government or other entity.


 


"PP&E
Proceeds Account” means a segregated and blocked account maintained by an Obligor to hold certain proceeds of Collateral
(as contemplated by and for the purposes set forth in this Indenture and subject to the terms of the PP&E Proceeds Account
Control Agreement), and which account and the funds contained therein constitute Collateral, together with any replacement or similar
account created to serve such purpose.


 


"PP&E
Proceeds Account Control Agreement” means an agreement among an Obligor, the depository institution at which the PP&E
Proceeds Account is located and the Collateral Trustee, in a form reasonably acceptable to the Collateral Trustee and the Company,
and which provides the Collateral Trustee with “control” as such term is used in the Uniform Commercial Code.


 


"Premises"
has the meaning provided in Section 12.02.


 


"QIB"
means a “qualified institutional buyer” as defined in Rule 144A under the Securities Act.


 


"Qualifying
Owners” means, collectively, (i) any of the owners of the General Partner as of the Initial Issuance Date and their respective
Affiliates, trustees, beneficiaries or the heirs or family members thereof, including The Heritage Group, Jennifer Grube Straumins,
William F. Grube, Irrevocable Intervivos Trust No. 12.27.73 for the Benefit of Fred Mehlert Fehsenfeld, Jr. and his issue, dated
December 18, 2012 and Maggie Fehsenfeld Trust No. 106 12.30.74 for the Benefit of Fred Mehlert Fehsenfeld, Jr. and his issue, dated
December 18, 2012 and (ii) any Person that becomes a direct or indirect parent entity of the General Partner or the Company, as
applicable, in connection with a Corporate Conversion.


 


"Record Date"
has the meaning provided in the Notes.


 


"Regulation
S” has the meaning provided in the Appendix.


 


"Regulation
S Notes” has the meaning provided in the Appendix.


 


"Reporting
Default” means a Default described in Section 6.01(d).


 


"Required
Parity Lien Debtholders” means, at any time, the holders of a majority in aggregate principal amount of all Parity Lien
Debt then outstanding, calculated in accordance with the provisions of the Collateral Trust Agreement. For purposes of this definition,
Parity Lien Debt registered in the name of, or beneficially owned by, the Company or any Subsidiary of the Company will be deemed
not to be outstanding.


 






    27


     


    

 


"Responsible
Officer,” when used with respect to the Trustee, means any officer within the corporate trust department (or any
successor group of the Trustee) of the Trustee and also means, with respect to a particular corporate trust matter, any other
officer to whom such matter is referred because of such person’s knowledge of and familiarity with the particular
subject, and who shall in each case have direct responsibility for the administration of this Indenture.


 


"Restricted
Global Note” has the meaning provided in the Appendix.


 


"Restricted
Investment” means an Investment other than a Permitted Investment.


 


"Restricted
Subsidiary” of a Person means any Subsidiary of the referent Person that is not an Unrestricted Subsidiary. Notwithstanding
anything in this Indenture to the contrary, Finance Corp. shall be deemed to be a Restricted Subsidiary of the Company.


 


"Rule 144A"
has the meaning provided in the Appendix.


 


"Rule 144A
Notes” has the meaning provided in the Appendix.


 


"S&P"
means S&P Global Ratings., or any successor to the rating agency business thereof.


 


"Sale and
Leaseback Transaction” means, with respect to the Company or any of its Restricted Subsidiaries, any arrangement relating
to property now owned or hereafter acquired whereby the Company or a Restricted Subsidiary transfers such property to a Person
and the Company or a Restricted Subsidiary leases it from such Person; provided that any such arrangements with respect
to catalyst or precious metals that are entered into in the ordinary course of business shall not be deemed to be Sale and Leaseback
Transactions.


 


"SEC"
or “Commission” means the Securities and Exchange Commission.


 


"Secured Hedge
Agreement” means any Hedging Contract entered into by an Obligor for commodities traded by such Obligor in the ordinary
course of business (regardless of whether such Hedging Contract is effected by means of an option contract, a futures contract,
an over-the-counter hedging agreement or otherwise) that is (a) in effect on the Initial Issuance Date with a Secured Hedge Counterparty
or (b) entered into after the Initial Issuance Date in compliance with the requirements of the Collateral Trust Agreement, with
a counterparty that is or becomes a Secured Hedge Counterparty in accordance with the Collateral Trust Agreement at the time such
Hedging Contract is entered into.


 


“Secured Hedge
Counterparty” means any Approved Counterparty that enters into a Secured Hedge Agreement and is or becomes a party to
the Collateral Trust Agreement in accordance with the terms thereof.


 


“Security
Documents” means the Collateral Trust Agreement, each joinder agreement required by the Collateral Trust Agreement,
the Intercreditor Agreement and joinders thereto, and all security agreements, pledge agreements, hypothecs, collateral
assignments, mortgages, deeds of trust, deeds to secure debt, collateral agency agreements, debentures, control agreements or
other grants or transfers for security executed and delivered by any Obligor creating (or purporting to create) a Parity Lien
upon Collateral in favor of the Collateral Trustee (including, without limitation, the financing statements under the Uniform
Commercial Code of the relevant state), in each case, as amended, supplemented, modified, renewed, restated or replaced, in
whole or in part, from time to time, in accordance with its terms and the Collateral Trust Agreement.


 






    28


     


    

 


"Securities
Act” means the Securities Act of 1933, as amended.


 


"Senior Debt"
means


 


(1) all
Indebtedness of the Company or any of its Restricted Subsidiaries outstanding under the Credit Agreement and all obligations under
Hedging Contracts with respect thereto;


 


(2) any
other Indebtedness of the Company or any of its Restricted Subsidiaries permitted to be incurred under the terms of this Indenture,
unless the instrument under which such Indebtedness is incurred expressly provides that it is subordinated in right of payment
to the Notes or any Subsidiary Guarantee; and


 


(3) all
Obligations with respect to the items listed in the preceding clauses (1) and (2). Notwithstanding anything to the contrary in
the preceding sentence, Senior Debt will not include:


 


(a) any
intercompany Indebtedness of the Company or any of its Restricted Subsidiaries to the Company or any of its Affiliates; or


 


(b) any
Indebtedness that is incurred in violation of this Indenture.


 


For the avoidance of doubt, “Senior
Debt” will not include any trade payables or taxes owed or owing by the Company or any of its Restricted Subsidiaries.


 


"Series"
means each of (i) the Obligations in respect of the Notes and (ii) any other Parity Lien Obligations incurred pursuant to any Parity
Lien Document which, pursuant to any joinder to the Collateral Trust Agreement, are to be represented thereunder by a common Parity
Lien Representative (in its capacity as such for such Parity Lien Obligations).


 


"Significant
Subsidiary” means any Restricted Subsidiary that would be a “significant subsidiary” as defined in Article
1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such Regulation is in effect on the Initial Issuance
Date.


 


"Stated Maturity"
means, with respect to any installment of interest or principal on any series of Indebtedness, the date on which the payment of
interest or principal was scheduled to be paid in the original documentation governing such Indebtedness, and will not include
any contingent obligations to repay, redeem or repurchase any such interest or principal prior to the date originally scheduled
for the payment thereof.


 


"Subsidiary"
means, with respect to any specified Person:


 


(1) any
corporation, association or other business entity (other than a partnership or limited liability company) of which more than 50%
of the total voting power of Voting Stock is at the time owned or controlled, directly or indirectly, by that Person or one or
more of the other Subsidiaries of that Person (or a combination thereof); and


 




    29


     


    

 


(2) any
partnership (whether general or limited) or limited liability company (a) the sole general partner or member of which is such Person
or a Subsidiary of such Person, or (b) if there is more than a single general partner or member, either (x) the only managing general
partners or managing members of which are such Person or one or more Subsidiaries of such Person (or any combination thereof) or
(y) such Person owns or controls, directly or indirectly, a majority of the outstanding general partner interests, member interests
or other Voting Stock of such partnership or limited liability company, respectively.


 


"Subsidiary
Guarantee” means the joint and several guarantees issued by all of the Guarantors pursuant to Article 10 hereof.


 


"Transfer
Restricted Securities” has the meaning provided in the Appendix.


 


"Treasury
Rate” means the yield to maturity at the time of computation of United States Treasury securities with a constant maturity
(as compiled and published in the most recent Federal Reserve Statistical Release H.15 which has become publicly available at least
two Business Days prior to the date fixed for redemption (or, if such Statistical Release is no longer published, any publicly
available source of similar market data)) most nearly equal to the period from the redemption date to July 15, 2021; provided,
however, that if such period is not equal to the constant maturity of a United States Treasury security for which a yield
is given, the Company shall obtain the Treasury Rate by linear interpolation (calculated to the nearest one-twelfth of a year)
from the yield of United States Treasury securities for which such yields are given, except that if the period from the redemption
date to July 15, 2021 is less than one year, the yield on actually traded United States Treasury securities adjusted to a constant
maturity of one year shall be used. The Company will on the second Business Day preceding the applicable redemption date (a) calculate
the Treasury Rate for the applicable redemption date and (b) file with the Trustee a written statement, upon which the Trustee
may conclusively rely, setting forth the Make Whole Premium and the Treasury Rate and showing the calculation of each in reasonable
detail.


 


"Trustee"
means the party named as such in this Indenture until a successor replaces it in accordance with the applicable provisions of this
Indenture and thereafter means the successor serving hereunder.


 


"Uniform Commercial
Code” means the New York Uniform Commercial Code as in effect from time to time.


 


"Unrestricted
Subsidiary” means any Subsidiary of the Company (other than Finance Corp.) that is designated by the Board of Directors
of the Company as an Unrestricted Subsidiary pursuant to a Board Resolution, but only to the extent that such Subsidiary:


 


(1) except
to the extent permitted by subclause (2)(b) of the definition of “Permitted Business Investments,” has no Indebtedness
other than Non-Recourse Debt owing to any Person other than the Company or any of its Restricted Subsidiaries;


 






    30


     


    

 


(2) except to the
extent permitted by Section 4.11, is not party to any agreement, contract, arrangement or understanding with the Company or
any Restricted Subsidiary of the Company unless the terms of any such agreement, contract, arrangement or understanding are
no less favorable to the Company or such Restricted Subsidiary than those that might be obtained at the time from Persons who
are not Affiliates of the Company;


 


(3) is
a Person with respect to which neither the Company nor any of its Restricted Subsidiaries has any direct or indirect obligation
(a) to subscribe for additional Equity Interests or (b) to maintain or preserve such Person’s financial condition or to cause
such Person to achieve any specified levels of operating results; and


 


(4) has
not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of the Company or any of its Restricted
Subsidiaries.


 


All Subsidiaries of
an Unrestricted Subsidiary shall also be Unrestricted Subsidiaries.


 


Any designation of
a Subsidiary of the Company as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee a Board Resolution
giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the preceding
conditions and was permitted by Section 4.07. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements
as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any
Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of the Company as of such date and, if
such Indebtedness is not permitted to be incurred as of such date under Section 4.09, the Company will be in default of such covenant.


 


"Voting Stock"
of any Person as of any date means the Capital Stock of such Person that is at the time entitled (without regard to the occurrence
of any contingency) to vote in the election of the Board of Directors of such Person.


 


"Weighted
Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing:


 


(1) the
sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or
other required payments of principal, including payment at final maturity, in respect of the Indebtedness, by (b) the number of
years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by


 


(2) the
then outstanding principal amount of such Indebtedness.


 






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Section 1.02. Other
Definitions.


 


Section 1.02Other
Definitions.


 


	Term
	 	Defined in Section
	“Act”	 	11.14
	“Affiliate Transaction”	 	4.11
	“Appendix”	 	2.01
	“Asset Sale Offer”	 	3.09
	“Change of Control Offer”	 	4.15
	“Change of Control Payment”	 	4.15
	“Change of Control Purchase Date”	 	4.15
	“Change of Control Settlement Date”	 	4.15
	“Covenant Defeasance”	 	8.03
	“Discharge”	 	8.08
	“Event of Default”	 	6.01
	“Excess Proceeds”	 	4.10
	“Incremental Funds”	 	4.07
	“incur”	 	4.09
	“Legal Defeasance”	 	8.02
	“Offer Amount”	 	3.09
	“Offer Period”	 	3.09
	“Paying Agent”	 	2.03
	“Payment Default”	 	6.01
	“Permitted Debt”	 	4.09
	“Registrar”	 	2.03
	“Reinstatement Date”	 	4.18
	“Restricted Payments”	 	4.07
	“Settlement Date”	 	3.09
	“Suspended Covenants”	 	4.18
	“Termination Date”	 	3.09
	“Trailing Four Quarters”	 	4.07


 


Section 1.03[Reserved].


 


Section 1.04Rules
of Construction.


 


Unless the context
otherwise requires:


 


(1) a
term has the meaning assigned to it;


 


(2) an
accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP;


 


(3) “or”
is not exclusive;


 


(4) words
in the singular include the plural, and in the plural include the singular;


 


(5) the
meanings of the words “will” and “shall” are the same when used to express an obligation;


 


(6) references
to sections of or rules under the Securities Act or the Exchange Act shall be deemed to include substitute, replacement or successor
sections or rules adopted by the SEC from time to time; and


 




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(7)
“herein,” “hereof” and other words of similar import refer to this Indenture as a whole (as amended or
supplemented from time to time) and not to any particular Article, Section or other subdivision.


 


Article
2

THE NOTES


 


Section 2.01Form
and Dating.


 


Provisions relating
to the Notes are set forth in the Rule 144A/Regulation S Appendix attached hereto (the “Appendix”) which is hereby
incorporated in and expressly made part of this Indenture. The Notes and the Trustee’s certificate of authentication therefor
shall be substantially in the form of Exhibit 1 to the Appendix which is hereby incorporated in and expressly made a part of this
Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange rule, agreements to which an Issuer
is subject, if any, or usage (provided that any such notation, legend or endorsement is in a form acceptable to the Company).
Each Note shall be dated the date of its authentication. The terms of the Notes set forth in the Appendix are part of the terms
of this Indenture.


 


Section 2.02Execution
and Authentication.


 


An Officer shall sign
the Notes on behalf of each Issuer by manual or facsimile signature.


 


If an Officer whose
signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless.


 


A Note shall not be
valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature
shall be conclusive evidence that the Note has been authenticated under this Indenture.


 


On the Initial Issuance
Date, the Trustee shall authenticate and deliver $200 million aggregate principal amount of Initial Notes and, at any time and
from time to time thereafter, the Trustee shall authenticate and deliver Notes for original issue in an aggregate principal amount
specified in such order, in each case upon receipt of a Company Order. Such Company Order shall comply with Section 11.05 and shall
specify the amount of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated and to
whom the Notes shall be registered and delivered and, in the case of an issuance of Additional Notes pursuant to Section 2.14 after
the Initial Issuance Date, shall certify that such issuance is in compliance with Section 4.09.


 


The Trustee may appoint
an authenticating agent reasonably acceptable to the Issuers to authenticate the Notes. Unless limited by the terms of such appointment,
an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication
by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent
or agent for service of notices and demands.


 




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Section 2.03Registrar
and Paying Agent.


 


The Issuers shall maintain
an office or agency in the United States where Notes may be presented for registration of transfer or for exchange (the “Registrar”)
and an office or agency where Notes may be presented for payment (the “Paying Agent”). The Registrar shall keep a register
of the Notes and of their transfer and exchange. The Issuers may have one or more co-registrars and one or more additional paying
agents. The term “Registrar” includes any co-registrar, and the term “Paying Agent” includes any additional
paying agent.


 


The Issuers shall enter
into an appropriate agency agreement with any Registrar or Paying Agent not a party to this Indenture. The agreement shall implement
the provisions of this Indenture that relate to such agent. The Issuers shall notify the Trustee of the name and address of any
such agent. If the Issuers fail to maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to
appropriate compensation therefor pursuant to Section 7.07. The Company or any Subsidiary may act as Paying Agent or Registrar.


 


The Issuers initially
appoint the Trustee as Registrar and Paying Agent in connection with the Notes at the Corporate Trust Office of the Trustee. If
the Trustee is no longer the Registrar and Paying Agent, the Issuers shall provide the Trustee with access to inspect the Note
register at all times and with copies of the Note register.


 


Section 2.04Paying
Agent to Hold Money in Trust.


 


Prior to 11:00 a.m.
New York City time, on each due date of the principal and interest on any Note, an Issuer shall deposit with the Paying Agent a
sum sufficient to pay such principal and interest when so becoming due. The Issuers shall require each Paying Agent (other than
the Trustee) to agree in writing that the Paying Agent shall hold in trust for the benefit of Noteholders or the Trustee all money
held by the Paying Agent for the payment of principal of or interest on the Notes and shall notify the Trustee of any default by
the Issuers in making any such payment. If the Company or a Subsidiary acts as Paying Agent, it shall segregate the money held
by it as Paying Agent and hold it as a separate trust fund. The Issuers at any time may require a Paying Agent to pay all money
held by it to the Trustee and to account for any funds disbursed by the Paying Agent. Upon complying with this Section, the Paying
Agent shall have no further liability for the money delivered to the Trustee.


 


Section 2.05Noteholder
Lists.


 


The Trustee shall preserve
in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of Noteholders.
If the Trustee is not the Registrar, the Issuers shall furnish to the Trustee, in writing at least ten (10) Business Days before
each Interest Payment Date and at such other times as the Trustee may request in writing, a list in such form and as of such date
as the Trustee may reasonably require of the names and addresses of Noteholders and the principal amounts and number of Notes.


 




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Section 2.06Transfer
and Exchange.


 


The Notes shall be
issued in registered form and shall be transferable only upon the surrender of a Note for registration of transfer. When a Note
is presented to the Registrar or a co-registrar with a request to register a transfer, the Registrar shall register the transfer
as requested if the requirements of this Indenture and Section 8-401(a) of the Uniform Commercial Code are met. When Notes are
presented to the Registrar with a request to exchange them for an equal principal amount of Notes of other denominations, the Registrar
shall make the exchange as requested if the same requirements are met. The Issuers may require payment of a sum sufficient to cover
any taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section (other
than any such transfer taxes, assessments or similar governmental charge payable upon exchange or transfer pursuant to Section
3.06, 4.10, 4.15 or 9.05).


 


The Issuers shall not
be required to make, and the Registrar need not register, transfers or exchanges of Notes selected for redemption (except, in the
case of Notes to be redeemed in part, the portion thereof not to be redeemed) or of any Notes for a period of 15 days before a
selection of Notes to be redeemed.


 


Prior to the due presentation
for registration of transfer of any Notes, the Issuers, the Guarantors, the Trustee, the Paying Agent and the Registrar may deem
and treat the Person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment
of principal of and (subject to the record date provisions of the Notes) interest, if any, on such Note and for all other purposes
whatsoever, whether or not such Note is overdue, and none of the Issuers, any Guarantor (if applicable), the Trustee, a Paying
Agent or the Registrar shall be affected by notice to the contrary.


 


Any holder of a beneficial
interest in a Global Note shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such
Global Note may be effected only through a book-entry system maintained by (a) the holder of such Global Note (or its agent) or
(b) any holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall
be required to be reflected in a book entry.


 


All Notes issued upon
any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same
benefits under this Indenture as the Notes surrendered upon such transfer or exchange.


 


Section 2.07Replacement
Notes.


 


If a mutilated
Note is surrendered to the Issuers, the Trustee or the Registrar or if the Holder of a Note claims that the Note has been
lost, destroyed or wrongfully taken, the Issuers shall issue and the Trustee upon receipt of a Company Order shall
authenticate a replacement Note if the requirements of Section 8-405 of the Uniform Commercial Code are met and the Holder
satisfies any other reasonable requirements of the Trustee. If required by the Trustee, the Registrar or the Issuers, such
Holder shall furnish an indemnity bond sufficient in the judgment of the Issuers and the Trustee to protect the Issuers, the
Trustee, the Paying Agent and the Registrar from any loss which any of them may suffer if a Note is replaced. The Issuers,
the Registrar and the Trustee may charge the Holder for their expenses in replacing a Note. In the event any such Note shall
have matured, instead of issuing a new Note, the Issuers may direct the Trustee to pay the same without surrender thereof
upon the Holder furnishing the Issuers and the Trustee with indemnity satisfactory to them and complying with such other
reasonable regulations as the Issuers may prescribe and paying such reasonable expenses as the Issuer and the Trustee may
incur in connection therewith.


 


Every replacement Note
is an additional obligation of the Issuers.


 






    35


     


    

 


Section 2.08Outstanding
Notes.


 


Notes outstanding at
any time are all Notes authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation and
those described in this Section as not outstanding. Except as set forth in Section 2.09, a Note does not cease to be outstanding
because the Company or an Affiliate of the Company holds the Note.


 


If a Note is replaced
pursuant to Section 2.07, it ceases to be outstanding unless the Trustee, any provider of an indemnity bond and the Issuers receive
proof satisfactory to them that the replaced Note is held by a bona fide purchaser.


 


If the Trustee or any
Paying Agent (other than an Issuer, a Guarantor or an Affiliate thereof) segregates and holds in trust, in accordance with this
Indenture, by 11:00 a.m. New York time, on a redemption date or other maturity date money sufficient to pay all principal, interest
and premium, if any, payable on that date with respect to the Notes (or portions thereof) to be redeemed or maturing, as the case
may be, then on and after that date such Notes (or portions thereof) ceases to be outstanding and interest on them cease to accrue.


 


Section 2.09Treasury
Notes.


 


In determining whether
the Holders of the required principal amount of Notes have concurred in any direction, waiver or consent, Notes owned by the Issuers
or any Guarantor, or by any Person directly or indirectly controlling or controlled by or under direct or indirect common control
with the Issuers or any Guarantor, will be considered as though not outstanding, except that for the purposes of determining whether
the Trustee will be protected in relying on any such direction, waiver or consent, only Notes that a Responsible Officer of the
Trustee knows are so owned will be so disregarded.


 


Section 2.10Temporary
Notes.


 


Until definitive
Notes are ready for delivery, the Issuers may prepare and the Trustee shall authenticate temporary Notes upon receipt of a
Company Order. Temporary Notes shall be substantially in the form of definitive Notes but may have variations that the
Issuers consider appropriate for temporary Notes. Without unreasonable delay, the Issuers shall prepare and the Trustee shall
authenticate definitive Notes and deliver them in exchange for temporary Notes upon receipt of a Company Order.


 


Section 2.11Cancellation.


 


An Issuer at any time
may deliver Notes to the Trustee for cancellation. The Registrar and the Paying Agent shall forward to the Trustee any Notes surrendered
to them for registration of transfer, exchange or payment. The Trustee and no one else shall cancel (subject to the record retention
requirements of the Exchange Act) all Notes surrendered for registration of transfer, exchange, payment or cancellation. Upon written
request, the Trustee will deliver a certificate of such cancellation to the Issuers. The Issuers may not issue new Notes to replace
Notes they have redeemed, paid or delivered to the Trustee for cancellation.


 






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Section 2.12Defaulted
Interest.


 


If the Issuers default
in a payment of interest on the Notes, the Issuers shall pay defaulted interest (plus interest on such defaulted interest to the
extent lawful) in any lawful manner. The Issuers may pay the defaulted interest to the Persons who are Noteholders on a subsequent
special record date. The Issuers shall fix or cause to be fixed any such special record date and payment date to the reasonable
satisfaction of the Trustee and shall promptly mail to each Noteholder a notice that states the special record date, the payment
date and the amount of defaulted interest to be paid.


 


Section 2.13CUSIP
Numbers.


 


The Issuers in issuing
the Notes may use “CUSIP” numbers and corresponding “ISINs” (if then generally in use) and, if so, the
Trustee shall use “CUSIP” numbers and corresponding “ISINs” in notices of redemption as a convenience to
Holders; provided, however, that any such notice may state that no representation is made as to the correctness of
such numbers either as printed on the Notes or as contained in any notice of a redemption and that reliance may be placed only
on the other identification numbers printed on the Notes, and any such redemption shall not be affected by any defect in or omission
of such numbers. The Issuers will as promptly as practicable notify the Trustee in writing of any change in the CUSIP and ISIN
numbers.


 


Section 2.14Issuance
of Additional Notes.


 


The Issuers shall be
entitled, subject to their compliance with Section 4.09, to issue Additional Notes under this Indenture which shall have identical
terms as the Initial Notes, other than with respect to the date of issuance, issue price and the date from which interest begins
to accrue. The Initial Notes, any Additional Notes shall be treated as a single class for all purposes under this Indenture, including,
without limitation, waivers, consents, directions, declarations, amendments, redemptions and offers to purchase.


 


With respect to any
Additional Notes, the Issuers shall set forth in an Officers’ Certificate, which shall be delivered to the Trustee, the following
information:


 


(1) the
aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture;


 


(2) the
issue price, the issuance date of such Additional Notes and the CUSIP number and any corresponding ISIN of such Additional Notes;
and


 


(3) any
applicable transfer restrictions with respect to such Additional Notes.


 






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Section 2.15Calculation
of Principal Amount of Securities.


 


The aggregate principal
amount of the Notes, at any date of determination, shall be the principal amount of the Notes at such date of determination. With
respect to any matter requiring consent, waiver, approval or other action of the Holders of a specified percentage of the principal
amount of all the Notes, such percentage shall be calculated, on the relevant date of determination, by dividing (a) the principal
amount, as of such date of determination, of Notes, the Holders of which have so consented by (b) the aggregate principal amount,
as of such date of determination, of the Notes then outstanding, in each case, as determined in accordance with the preceding sentence
and Sections 2.08 and 2.09 of this Indenture. Any such calculation made pursuant to this Section 2.15 shall be made by the Issuers
and delivered to the Trustee pursuant to an Officers’ Certificate, unless a Default or Event of Default has occurred, in
which case such calculation may be made by the Trustee.


 


Article
3

REDEMPTION AND PREPAYMENT


 


Section 3.01Notices
to Trustee.


 


If the Issuers elect
to redeem Notes pursuant to the optional redemption provisions of Section 3.07 hereof, they shall furnish to the Trustee, at least
five (5) Business Days (unless a shorter period shall be agreeable to the Trustee) before the date of giving notice of the redemption
pursuant to Section 3.03, an Officers’ Certificate setting forth (i) the clause of Section 3.07 pursuant to which the redemption
shall occur, (ii) the redemption date, (iii) the principal amount of Notes to be redeemed, (iv) the redemption price, if determinable,
and (v) whether it requests the Trustee to give notice of such redemption. Any such notice may be cancelled at any time prior to
the mailing of notice of such redemption to any Holder and shall thereby be void and of no effect.


 


Section 3.02Selection
of Notes to be Redeemed.


 


If less than all
of the Notes are to be redeemed at any time, the Trustee shall select the Notes to be redeemed among the Holders of the Notes
as follows: (1) if the Notes are listed on any national securities exchange, in compliance with the requirements of the
principal national securities exchange on which the Notes are listed; (2) if the Notes are not listed on any national
securities exchange but are in global form, then by lot or otherwise in accordance with the procedures of DTC or the
applicable depositary or (3) if the Notes are not listed on any national securities exchange and are not in global form, on a
pro rata basis or by lot or such other method as the Trustee in its sole discretion shall deem appropriate. In the event of
partial redemption, the particular Notes to be redeemed shall be selected, not less than three (3) Business Days prior to the
giving of notice of the redemption pursuant to Section 3.03, by the Trustee from the outstanding Notes not previously called
for redemption.


 


The Trustee shall promptly
notify the Issuers in writing of the Notes selected for redemption and, in the case of any Note selected for partial redemption,
the principal amount thereof to be redeemed. Notes and portions of Notes selected shall be in minimum amounts of $2,000 or integral
multiples of $1,000 in excess of $2,000; except that if all of the Notes of a Holder are to be redeemed, the entire outstanding
amount of Notes held by such Holder, even if not $2,000 or a multiple of $1,000, shall be redeemed. Provisions of this Indenture
that apply to Notes called for redemption also apply to portions of Notes called for redemption.


 






    38


     


    

 


The provisions of the
two preceding paragraphs of this Section 3.02 shall not apply with respect to any redemption affecting a Global Note, whether such
Global Note is to be redeemed in whole or in part. In case of any such redemption in part, the unredeemed portion of the principal
amount of the Global Note shall be in an authorized denomination. Any redemption in whole or in part affecting a Global Note shall
be done in accordance with Applicable Procedures.


 


Section 3.03Notice
of Redemption.


 


At least 15 days but
not more than 60 days before a redemption date, except that redemption notices may be mailed (or delivered in accordance with the
requirements of DTC if Notes are held through DTC) more than 60 days prior to a redemption date if the notice is issued in connection
with a Legal Defeasance, Covenant Defeasance or Discharge, the Issuers shall mail or cause to be mailed, by first class mail (or
delivered in accordance with the requirements of DTC if Notes are held through DTC), a notice of redemption to each Holder whose
Notes are to be redeemed at its registered address. Notices of redemption may be conditioned on one or more conditions precedent
specified in the notice and, in the Company’s discretion, the redemption date may be delayed until such time as any or all
such conditions shall be satisfied, or such redemption may not occur and such notice may be rescinded in the event that any or
all such conditions shall not have been satisfied by the redemption date, or by the redemption date so delayed. In all cases, any
such redemption, rescission or delay shall comply with the Applicable Procedures of the Depository.


 


The notice shall identify
the Notes to be redeemed and shall state:


 


(a) the
redemption date;


 


(b) the
redemption price or, if the redemption price is not then determinable, the manner in which it is to be determined;


 


(c) if
any Note is being redeemed in part, the portion of the principal amount of such Note to be redeemed and that, after the redemption
date upon surrender of such Note, a new Note or Notes in a principal amount equal to the unredeemed portion shall be issued in
the name of the Holder upon cancellation of the original Note;


 


(d) the
name and address of the Paying Agent;


 


(e) that
Notes called for redemption must be surrendered to the Paying Agent to collect the redemption price;


 


(f) that,
unless the Issuers default in making such redemption payment, interest on Notes called for redemption ceases to accrue on and after
the redemption date and the only remaining right of the Holders of such Notes is to receive payment of the redemption price upon
surrender to the Paying Agent of the Notes redeemed;


 






    39


     


    

 


(g) the
paragraph of the Notes and/or Section of this Indenture pursuant to which the Notes called for redemption are being redeemed;


 


(h) that
no representation is made as to the correctness or accuracy of the CUSIP or ISIN number, if any, listed in such notice or printed
on the Notes; and


 


(i) any
conditions precedent to such redemption.


 


If any of the Notes
to be redeemed is in the form of a Global Note, then the Issuers shall modify such notice to the extent necessary to accord with
the Applicable Procedures of the Depository applicable to redemption.


 


At the Issuers’
request, the Trustee shall give the notice of optional redemption in the Issuers’ names and at their expense; provided,
however, that the Issuers shall have delivered to the Trustee, at least five (5) Business Days (unless a shorter period
shall be agreeable to the Trustee) before notice of redemption is required to be mailed or caused to be mailed (or otherwise delivered
in accordance with the procedures of DTC) pursuant to this Section 3.03, an Officers’ Certificate requesting that the Trustee
give such notice and setting forth the information to be stated in such notice as provided in the second preceding paragraph.


 


Section 3.04Effect
of Notice of Redemption.


 


Once notice of redemption
is mailed (or otherwise delivered in accordance with the procedures of DTC) in accordance with Section 3.03 hereof, Notes called
for redemption become irrevocably due and payable on the redemption date at the redemption price, subject to satisfaction of any
conditions specified with respect to such redemption. If mailed (or otherwise delivered in accordance with the procedures of DTC)
in the manner provided for in Section 3.03, the notice of redemption shall be conclusively presumed to have been given whether
or not a Holder receives such notice. Failure to give timely notice or any defect in the notice shall not affect the validity of
the redemption.


 


Section 3.05Deposit
of Redemption Price.


 


Prior to 11:00 a.m.,
New York City time, on the redemption date, the Issuers shall deposit with the Paying Agent (or, if the Company or a Subsidiary
thereof is acting as its own Paying Agent, segregate and hold in trust as provided in Section 2.04 hereof) money sufficient in
same day funds to pay the redemption price of and accrued interest on all Notes to be redeemed on that date. The Paying Agent shall
promptly return to the Issuers any money deposited with the Paying Agent by an Issuer in excess of the amounts necessary to pay
the redemption price of and accrued interest on all Notes to be redeemed.


 


If the Issuers comply
with the provisions of the preceding paragraph, on and after the redemption date, interest shall cease to accrue on the Notes or
the portions of Notes called for redemption whether or not such Notes are presented for payment, and the only remaining right of
the Holders of such Notes shall be to receive payment of the redemption price upon surrender to the Paying Agent of the Notes redeemed.
If any Note called for redemption shall not be so paid upon surrender for redemption because of the failure of an Issuer to comply
with the preceding paragraph, interest shall be paid on the unpaid principal, from the redemption date until such principal is
paid, and to the extent lawful, on any interest not paid on such unpaid principal, in each case at the rate provided in the Notes
and in Section 4.01 hereof. If a Note is redeemed on or after a Record Date but on or prior to the related Interest Payment Date,
then any accrued and unpaid interest to the redemption date shall be paid to the Person in whose name such Note was registered
at the close of business on such Record Date.


 






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Section 3.06Notes
Redeemed in Part.


 


Upon surrender of a
Note that is redeemed in part, the Issuers shall issue in the name of the Holder and the Trustee shall authenticate upon receipt
of a Company Order for the Holder at the expense of the Issuers a new Note equal in principal amount to the unredeemed portion
of the Note surrendered (or appropriate adjustments to the amount and beneficial interests in the Global Note will be made as appropriate).


 


Section 3.07Optional
Redemption.


 


(a) Except
as set forth in clauses (b) and (c) of this Section 3.07, the Issuers shall not have the option to redeem the Notes pursuant to
this Section 3.07 prior to July 15, 2021. On or after July 15, 2021, the Issuers shall have the option on any one or more occasions
to redeem the Notes, in whole or in part at any time, at the redemption prices (expressed as percentages of principal amount) set
forth below, plus accrued and unpaid interest to the applicable redemption date (subject to the right of Holders of record on the
relevant Record Date to receive interest due on an Interest Payment Date that is on or prior to the redemption date), if redeemed
during the twelve-month period beginning on July 15 of the years indicated below:


 


	YEAR	 	PERCENTAGE	 
	2021	 	 	109.250	%
	2022	 	 	104.625	%
	2023 and thereafter	 	 	100.00	%



 


(b) Notwithstanding
the provisions of clause (a) of this Section 3.07, at any time prior to July 15, 2021, the Issuers may on any one or more occasions
redeem up to 35% of the aggregate principal amount of Notes (including any Additional Notes) issued under this Indenture, upon
prior notice as provided herein, at a redemption price of 109.250% of the principal amount thereof, plus accrued and unpaid interest,
if any, to the redemption date (subject to the right of Holders of record on the relevant Record Date to receive interest due on
an Interest Payment Date that is on or prior to the redemption date), in an amount not greater than the net cash proceeds of one
or more Equity Offerings, provided that:


 


(1) at
least 65% of the aggregate principal amount of Notes (including any Additional Notes) issued under this Indenture remains outstanding
immediately after the occurrence of each such redemption (excluding any Notes held by the Issuers or any Guarantor, or by any Person
directly or indirectly controlling or controlled by or under direct or indirect common control with the Issuers or any Guarantor);
and


 


(2) each
such redemption occurs within 180 days of the date of the closing of each such Equity Offering.


 






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(c) Prior
to July 15, 2021, the Issuers may on any one or more occasions redeem all or part of the Notes at a redemption price equal to the
sum of:


 


(1) 100%
of the principal amount thereof, plus


 


(2) accrued
and unpaid interest, if any, to the redemption date (subject to the right of Holders of record on the relevant Record Date to receive
interest due on an Interest Payment Date that is on or prior to the redemption date), plus


 


(3) the
Make Whole Premium at the redemption date.


 


(d) The
Notes may also be redeemed, as a whole, following certain Change of Control Offers or Alternate Offers, at the redemption prices
and subject to the conditions set forth in Section 4.15.


 


(e) Any
redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Section 3.01 through Section 3.06 hereof.


 


Section 3.08No
Mandatory Sinking Fund.


 


Except as set forth
under Sections 4.10 and 4.15 hereof, neither of the Issuers shall be required to make mandatory redemption or sinking fund payments
with respect to the Notes or to repurchase the Notes at the option of the Holders.


 


Section 3.09Offer
to Purchase by Application of Excess Proceeds.


 


In the event that,
pursuant to Section 4.10 hereof, the Company shall be required to commence an offer to all Holders to purchase Notes (an “Asset
Sale Offer”), it shall follow the procedures specified below.


 


The Asset Sale Offer
shall remain open for a period of twenty (20) Business Days following its commencement and no longer, except to the extent that
a longer period is required by Applicable Law (the “Offer Period”). No later than five (5) Business Days after the
termination of the Offer Period (the “Settlement Date”), the Company shall purchase and pay for the principal amount
of Notes required to be purchased pursuant to Section 4.10 hereof (the “Offer Amount”) or, if less than the Offer Amount
has been validly tendered (and not validly withdrawn), all Notes validly tendered (and not validly withdrawn) in response to the
Asset Sale Offer. Payment for any Notes so purchased shall be made in the manner prescribed in the Notes.


 






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Upon the commencement
of an Asset Sale Offer, the Company shall send, by first class mail (or otherwise deliver in accordance with the procedures of
DTC), a notice to each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary
to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders. The
notice, which shall govern the terms of the Asset Sale Offer, shall state:


 


(a) that
the Asset Sale Offer is being made pursuant to this Section 3.09 and Section 4.10 hereof and the length of time the Asset Sale
Offer shall remain open, including the time and date the Asset Sale Offer will terminate (the “Termination Date”);


 


(b) the
Offer Amount, the purchase price and the Settlement Date;


 


(c) that
any Note not tendered or accepted for payment shall continue to accrue interest;


 


(d) that,
unless the Company defaults in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease
to accrue interest after the Settlement Date;


 


(e) that
Holders electing to have a Note purchased pursuant to an Asset Sale Offer may only elect to have all of such Note purchased and
may not elect to have only a portion of such Note purchased;


 


(f) that
Holders electing to have a Note purchased pursuant to any Asset Sale Offer shall be required to surrender the Note, with the form
entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Company or a Paying Agent
at the address specified in the notice, before the Termination Date;


 


(g) that Holders
shall be entitled to withdraw their election if the Company or the Paying Agent, as the case may be, receives, prior to the
Termination Date, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the
Holder delivered for purchase, and a statement that such Holder is withdrawing his election to have such Note purchased;


 


(h) that,
if the aggregate principal amount of Notes surrendered by Holders, and Parity Lien Obligations surrendered by holders or lenders,
collectively, exceeds the amount the Company is required to repurchase, the Notes and Parity Lien Obligations shall be purchased
on a pro rata basis on the basis of the aggregate principal amount of tendered Notes and Parity Lien Obligations; provided,
however, that only Notes in minimum denominations of $2,000, or integral multiples of $1,000 in excess of $2,000, shall
be purchased; and


 


(i) that
Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion
of the Notes surrendered (or appropriate adjustments to the amount and beneficial interests in a Global Note if transferred by
book-entry transfer).


 


If any of the Notes
subject to an Asset Sale Offer is in the form of a Global Note, then the Company shall modify such notice to the extent necessary
to accord with the Applicable Procedures of the Depository applicable to repurchases.


 






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Promptly after the
Termination Date, the Company shall, to the extent lawful, accept for payment Notes or portions thereof tendered pursuant to the
Asset Sale Offer in the aggregate principal amount required by Section 4.10 hereof, and prior to the Settlement Date it shall
deliver to the Trustee an Officers’ Certificate stating that such Notes or portions thereof were accepted for payment by
the Company in accordance with the terms of this Section 3.09 and Section 4.10. Prior to 11:00 a.m., New York City time, on the
Settlement Date, the Company or the Paying Agent, as the case may be, shall distribute to each tendering Holder an amount equal
to the purchase price of the Notes tendered by such Holder and accepted by the Company for purchase, and the Company shall issue
a new Note, and the Trustee, upon receipt of a Company Order, shall authenticate and mail or deliver such new Note to such Holder,
in a principal amount equal to any unpurchased portion of the Note surrendered (or appropriate adjustments to the amount and beneficial
interests in the Global Note will be made as appropriate). Any Note not so accepted shall be promptly mailed or delivered by the
Company to the Holder thereof. The Company shall publicly announce the results of the Asset Sale Offer on or before the Settlement
Date. 





 


Article
4

COVENANTS


 


Section 4.01Payment
of Notes.


 


The Issuers shall pay
or cause to be paid the principal of, and interest and premium, if any, on the Notes on the dates and in the manner provided in
the Notes. Principal, interest and premium, if any, shall be considered paid on the date due if the Paying Agent, if other than
the Company or a Subsidiary thereof, holds as of 11:00 a.m., New York City time, on the due date money deposited by an Issuer or
a Guarantor in immediately available funds and designated for and sufficient to pay all principal, interest and premium, if any,
then due.


 


The Issuers shall pay
interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at the rate equal to
the interest rate on the Notes to the extent lawful; and they shall pay interest (including post-petition interest in any proceeding
under any Bankruptcy Law) on overdue installments of interest (without regard to any applicable grace period), at the same rate
to the extent lawful.


 


Section 4.02Maintenance
of Office or Agency.


 


The Issuers shall maintain
an office or agency (which may be an office of the Trustee or an affiliate of the Trustee) where Notes may be presented or surrendered
for payment and they shall maintain an office or agency in the United States (which may be an office of the Trustee or an affiliate
of the Trustee) where Notes may be surrendered for registration of transfer or for exchange. The Issuers shall give prompt written
notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Issuers shall
fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations
and surrenders may be made or served at the Corporate Trust Office of the Trustee. Notices and demands upon the Issuers in respect
of the Notes shall be sent to the Issuers at the address set forth in Section 11.02.


 


The Issuers may also
from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all
such purposes and may from time to time rescind such designations. The Issuers shall give prompt written notice to the Trustee
of any such designation or rescission and of any change in the location of any such other office or agency.


 






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The Issuers hereby
designate the Corporate Trust Office of the Trustee as one such office or agency of the Company in accordance with Section 2.03.


 


Section 4.03Reports.


 


(a) Notwithstanding
that the Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, so long as any Notes
are outstanding, the Company will, unless they have been filed with the SEC and made publicly available, within five Business Days
of filing, or attempting to file, the same with the SEC, deliver to the Trustee and, upon a Holder’s prior written request
to the Company, furnish to such Holder of the Notes (whether through hard copy or internet access):


 


(1) all
quarterly and annual financial and other information with respect to the Company and its Subsidiaries that would be required to
be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such Forms, including a “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only,
a report thereon by the Company’s certified independent accountants; and


 


(2) all
current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports.


 


(b) The
Company and the Guarantors shall furnish to the Holders and Beneficial Owners of the Notes, prospective purchasers of the Notes
and securities analysts, upon their request, the information, if any, required to be delivered pursuant to Rule 144A(d)(4) under
the Securities Act.


 


(c) If
the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, the quarterly and
annual financial information required by paragraph (a) of this Section 4.03 shall include a reasonably detailed presentation, either
on the face of the financial statements or in the footnotes to the financial statements and in Management’s Discussion and
Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company
and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries.


 


(d) Delivery
of reports, information and documents to the Trustee under this Section is for informational purposes only and the Trustee’s
receipt of the foregoing shall not constitute constructive notice of any information contained therein or determinable from information
contained therein.


 


(e) The
Company will be deemed to have furnished the reports and information required by paragraph (a) of this Section 4.03 to the Holders
of Notes if the Company has filed such reports or information, respectively, with the Commission using the EDGAR filing system
(or any successor filing system of the Commission) or, if the Commission will not accept such reports or information, if the Company
has posted such reports or information, respectively, on its website, and such reports or information, respectively, are publicly
available to Holders of Notes through internet access.


 






    45


     


    

 


(f) In
the event that any direct or indirect parent company of the Company becomes a Guarantor of the Notes, the Company may satisfy its
obligations under this Section 4.03 with respect to financial information relating to the Company by furnishing financial information
relating to such parent company; provided that the same be accompanied by consolidated information that explains in reasonable
detail the differences between the information relating to such parent company, on the one hand, and the information relating to
the Company and its Restricted Subsidiaries on a standalone basis, on the other hand, which information shall be considered sufficient
hereunder if it complies with the applicable Commission rules in effect at the date of such report.


 


Section 4.04Compliance
Certificate.


 


(a) The Issuers
shall deliver to the Trustee, within 90 days after the end of each fiscal year beginning with the fiscal year ending December
31, 2020, an Officers’ Certificate stating that a review of the activities of the Company and its Restricted
Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to
determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture, and further
stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Company has kept,
observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the
performance or observance of any of the terms, provisions and conditions of this Indenture (or, if a Default or Event of
Default shall have occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what
action the Company is taking or proposes to take with respect thereto).


 


(b) Delivery
of reports, information, Officers’ Certificates and documents to the Trustee is for informational purposes only and the Trustee’s
receipt of such reports, information, Officers’ Certificates and/or documents shall not constitute constructive notice of
any information contained therein or determinable from information contained therein, including the Issuers’, any Guarantor’s
or any other Person’s compliance with any of its covenants under this Indenture or the Notes (as to which the Trustee is
entitled to rely exclusively on the compliance certificate described in Section 4.04(a)). The Trustee shall be not obligated to
monitor or confirm, on a continuing basis or otherwise, either Issuer’s, any Guarantor’s or any other Person’s
compliance with the covenants described herein or with respect to any reports, information, Officers’ Certificates or other
documents filed under this Indenture.


 


(c) The
Issuers shall, so long as any of the Notes are outstanding, deliver to the Trustee, within 10 Business Days upon any Officer of
the General Partner or Finance Corp. becoming aware of any Default or Event of Default, a statement specifying such Default or
Event of Default, its status and the action the Issuers are taking or propose to take with respect thereto.


 


Section 4.05Taxes.


 


The Company shall pay,
and shall cause each of its Subsidiaries to pay, prior to delinquency, all material taxes, assessments, and governmental levies
except such as are contested in good faith and by appropriate proceedings or where the failure to effect such payment is not adverse
in any material respect to the Holders of the Notes.


 






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Section 4.06Stay,
Extension and Usury Laws.


 


Each of the Issuers
and each of the Guarantors covenants (to the extent that it may lawfully do so) that it shall not at any time insist upon, plead,
or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law wherever enacted, now or
at any time hereafter in force, that may affect the covenants or the performance of this Indenture; and each Issuer (to the extent
that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it shall not,
by resort to any such law, hinder, delay or impede the execution of any power herein granted to the Trustee, but shall suffer and
permit the execution of every such power as though no such law has been enacted.


 


Section 4.07Limitation
on Restricted Payments.


 


The Company will not,
and will not permit any of its Restricted Subsidiaries to, directly or indirectly:


 


(1) declare
or pay any dividend or make any other payment or distribution on account of the Company’s or any of its Restricted Subsidiaries’
Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the Company
or any of its Restricted Subsidiaries) or to the direct or indirect holders of the Company’s or any of its Restricted Subsidiaries’
Equity Interests in their capacity as such (other than dividends or distributions payable in Equity Interests (other than Disqualified
Stock) of the Company or payable to the Company or a Restricted Subsidiary of the Company);


 


(2) purchase,
redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation
involving the Company) any Equity Interests of the Company or any direct or indirect parent of the Company;


 


(3) make
any principal payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value (i) any Indebtedness
that is subordinated to the Notes or the Subsidiary Guarantees (excluding any intercompany Indebtedness between or among the Company
and any of its Restricted Subsidiaries), except a payment of principal at or within twelve months of the Stated Maturity thereof
or (ii) the Existing Unsecured Notes, except a payment of principal at or within twelve months of the Stated Maturity thereof;
or


 


(4) make
any Restricted Investment (all such payments and other actions set forth in these clauses (1) through (4) above being collectively
referred to as “Restricted Payments”),


 


unless, at the time of and after giving
effect to such Restricted Payment, no Default (except a Reporting Default) or Event of Default has occurred and is continuing or
would occur as a consequence of such Restricted Payment and either:


 






    47


     


    

 


(1) if
the Fixed Charge Coverage Ratio for the Company’s most recently ended four full fiscal quarters for which internal financial
statements are available at the time of such Restricted Payment (the “Trailing Four Quarters”) is not less than 3.0
to 1.0, such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Company and its
Restricted Subsidiaries (excluding Restricted Payments permitted by clauses (2), (3), (4), (5), (6) and (7) of the next succeeding
paragraph) with respect to the quarter for which such Restricted Payment is made, is less than the sum, without duplication, of:


 


(a) Available
Cash from Operating Surplus with respect to the Company’s preceding fiscal quarter, plus


 


(b) 100%
of the aggregate net proceeds received by the Company (including the fair market value of any Permitted Business or long-term assets
that are used or useful in a Permitted Business to the extent acquired in consideration of Equity Interests of the Company (other
than Disqualified Stock)) after the Initial Issuance Date as a contribution to its common equity capital or from the issue or sale
of Equity Interests of the Company (other than Disqualified Stock) or from the issue or sale of convertible or exchangeable Disqualified
Stock or convertible or exchangeable debt securities of the Company that have been converted into or exchanged for such Equity
Interests (other than Equity Interests (or Disqualified Stock or debt securities) sold to a Restricted Subsidiary of the Company),
plus


 


(c) to
the extent that any Restricted Investment that was made after the Initial Issuance Date is sold for cash or otherwise liquidated
or repaid for cash, the cash return of capital with respect to such Restricted Investment (less the cost of disposition, if any),
plus


 


(d) the
net reduction in Restricted Investments resulting from dividends, repayments of loans or advances, or other transfers of assets
in each case to the Company or any of its Restricted Subsidiaries from any Person (including, without limitation, Unrestricted
Subsidiaries) or from redesignations of Unrestricted Subsidiaries as Restricted Subsidiaries, to the extent such amounts have not
been included in Available Cash from Operating Surplus for any period commencing on or after the Initial Issuance Date, plus


 


(e) $50.0
million (items (b), (c), (d) and (e) being referred to as “Incremental Funds”), minus


 


(f) the
aggregate amount of Incremental Funds previously expended pursuant to this clause (1) and clause (2) below; or


 


(2) if
the Fixed Charge Coverage Ratio for the Trailing Four Quarters is less than 3.0 to 1.0, such Restricted Payment, together with
the aggregate amount of all other Restricted Payments made by the Company and its Restricted Subsidiaries (excluding Restricted
Payments permitted by clauses (2), (3), (4), (5), (6) and (7) of the next succeeding paragraph) with respect to the quarter for
which such Restricted Payment is made, is less than the sum, without duplication, of:


 


(a) $25.0
million less the aggregate amount of all prior Restricted Payments made by the Company and its Restricted Subsidiaries pursuant
to this clause (2)(a) since the Initial Issuance Date, plus


 


(b) Incremental
Funds to the extent not previously expended pursuant to this clause (2) or clause (1) above.


 






    48


     


    

 


The preceding provisions
will not prohibit:


 


(1) the
payment of any dividend or distribution within 60 days after the date of its declaration, if at the date of declaration the payment
would have complied with the provisions of this Indenture;


 


(2) the
purchase, redemption, defeasance or other acquisition or retirement of Existing Unsecured Notes or any subordinated Indebtedness
of the Company or any Guarantor or of any Equity Interests of the Company in exchange for, or out of the net cash proceeds of the
substantially concurrent (a) contribution (other than from a Restricted Subsidiary of the Company) to the equity capital of the
Company or (b) sale (other than to a Restricted Subsidiary of the Company) of, Equity Interests of the Company (other than Disqualified
Stock), with a sale being deemed substantially concurrent if such purchase, redemption, defeasance or other acquisition or retirement
occurs not more than 120 days after such sale; provided, however, that the amount of any such net cash proceeds that
are utilized for any such purchase, redemption, defeasance or other acquisition or retirement will be excluded (or deducted, if
included) from the calculation of Available Cash from Operating Surplus and Incremental Funds;


 


(3) the
purchase, redemption, defeasance or other acquisition or retirement of Existing Unsecured Notes or subordinated Indebtedness of
the Company or any Guarantor with the net cash proceeds from an incurrence of, or in exchange for, Permitted Refinancing Indebtedness
or Additional Notes issued in accordance with this Indenture;


 


(4) the
payment of any dividend or distribution by a Restricted Subsidiary of the Company to the holders of its Equity Interests on a pro
rata basis;


 


(5) the
purchase, redemption or other acquisition or retirement for value of any Equity Interests of the Company or any Restricted Subsidiary
of the Company pursuant to any director or employee equity subscription agreement or equity option agreement or other employee
benefit plan or to satisfy obligations under any Equity Interests appreciation rights or option plan or similar arrangement; provided,
however, that the aggregate price paid for all such purchased, redeemed, acquired or retired Equity Interests may not exceed
$15.0 million in any calendar year, with any portion of such $15.0 million amount that is unused in any calendar year to be carried
forward to successive calendar years and added to such amount;


 


(6) the
purchase, repurchase, redemption or other acquisition or retirement for value of Equity Interests deemed to occur upon the exercise
of unit options, warrants, incentives, rights to acquire Equity Interests or other convertible securities if such Equity Interests
represent a portion of the exercise or exchange price thereof, and any purchase, repurchase, redemption or other acquisition or
retirement for value of Equity Interests made in lieu of withholding taxes in connection with any exercise or exchange of unit
options, warrants, incentives or rights to acquire Equity Interests;


 


(7) from
and after the consummation of a Corporate Conversion, Permitted Payments to Parent;


 






    49


     


    

 


(8) so
long as no Default or Event of Default has occurred and is continuing or would result therefrom, any purchase, redemption, retirement,
defeasance or other acquisition for value of Existing Unsecured Notes or any subordinated Indebtedness of the Company or any Guarantor
(i) at a purchase price not greater than 101% of the principal amount of such Existing Unsecured Notes or subordinated Indebtedness
plus accrued interest in accordance with provisions similar to Section 4.15 or (ii) at a purchase price not greater than 100% of
the principal amount thereof plus accrued interest in accordance with provisions similar to Sections 3.09 and 4.10; provided
that, prior to or simultaneously with such purchase, redemption, retirement, defeasance or other acquisition, the Company shall
have complied with Section 4.15 or Sections 3.09 and 4.10, as the case may be, and repurchased all Notes validly tendered for payment
in connection with the Change of Control Offer or Asset Sale Offer, as the case may be; or


 


(9) Permitted
Tax Distributions.


 


The amount of all
Restricted Payments (other than cash) will be the fair market value on the date of the Restricted Payment of the Restricted
Investment proposed to be made or the asset(s) or securities proposed to be transferred or issued by the Company or such
Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment. The fair market value of any Restricted
Investment, assets or securities that are required to be valued by this covenant will be determined, in the case of amounts
under $20.0 million, by an officer of the General Partner and, in the case of amounts over $20.0 million, by the Board of
Directors of the Company, whose determination shall be evidenced by a Board Resolution.


 


Section 4.08Limitation
on Dividend and Other Payment Restrictions Affecting Subsidiaries.


 


The Company will not,
and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective
any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:


 


(1) pay
dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, or pay any
Indebtedness or other obligations owed to the Company or any of its Restricted Subsidiaries;


 


(2) make
loans or advances to the Company or any of its Restricted Subsidiaries; or


 


(3) transfer
any of its properties or assets to the Company or any of its Restricted Subsidiaries.


 


However, the preceding
restrictions of this Section 4.08 will not apply to encumbrances or restrictions existing under or by reason of:


 


(1) agreements
as in effect on the Initial Issuance Date and any amendments, modifications, restatements, renewals, increases, supplements, refundings,
replacements or refinancings of those agreements or the Indebtedness to which they relate, provided that the amendments,
modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no more restrictive,
taken as a whole, with respect to such dividend, distribution and other payment restrictions than those contained in those agreements
on the Initial Issuance Date;


 


(2) this
Indenture, the Notes and the Subsidiary Guarantees;


 






    50


     


    

 


(3) Applicable
Law;


 


(4) any
instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as
in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with
or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or
assets of any Person, other than the Person, or the property or assets of the Person, so acquired, provided that, in the
case of Indebtedness, such Indebtedness was otherwise permitted by the terms of this Indenture to be incurred;


 


(5) customary
non-assignment provisions in Hydrocarbon purchase and sale or exchange agreements or similar operational agreements or in licenses,
easements or leases, in each case entered into in the ordinary course of business and consistent with past practices;


 


(6) Finance
Lease Obligations, mortgage financings or purchase money obligations, in each case for property acquired in the ordinary course
of business that impose restrictions on that property of the nature described in clause (3) of the preceding paragraph;


 


(7) any
agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions by that Restricted
Subsidiary pending its sale or other disposition;


 


(8) Permitted
Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing
Indebtedness are no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being
refinanced;


 


(9) Liens
securing Indebtedness otherwise permitted to be incurred under the provisions of Section 4.12 that limit the right of the debtor
to dispose of the assets subject to such Liens;


 


(10) provisions
with respect to the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, stock
sale agreements and other similar agreements entered into in the ordinary course of business;


 


(11) any
agreement or instrument relating to any property or assets acquired after the Initial Issuance Date, so long as such encumbrance
or restriction relates only to the property or assets so acquired and is not and was not created in anticipation of such acquisitions;


 


(12) restrictions
on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; and


 


(13) any
other agreement governing Indebtedness of the Company or any Guarantor that is permitted to be incurred by Section 4.09; provided,
however, that such encumbrances or restrictions are not either (a) materially more restrictive, taken as a whole, than those
contained in this Indenture or the Credit Agreement as it exists on the Initial Issuance Date or (b) reasonably likely to have
a material adverse effect on the ability of the Company to make required payments on the Notes.


 






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Section 4.09Limitation
on Incurrence of Indebtedness and Issuance of Preferred Stock.


 


The Company will
not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume,
guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively,
“incur”) any Indebtedness (including Acquired Debt), the Company will not, and will not permit any of its
Restricted Subsidiaries to, issue any Disqualified Stock, and the Company will not permit any of its Restricted Subsidiaries
(other than a Guarantor) to issue any preferred securities; provided, however, that the Issuers and any
Guarantor may incur Indebtedness (including Acquired Debt) or issue Disqualified Stock, if, for the Company’s most
recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date
on which such additional Indebtedness is incurred or such Disqualified Stock is issued, the Fixed Charge Coverage Ratio would
have been at least 2.0 to 1.0, determined on a pro forma basis (including a pro forma application of the net proceeds
therefrom), as if the additional Indebtedness had been incurred or Disqualified Stock or preferred securities had been
issued, as the case may be, at the beginning of such four-quarter period.


 


The first paragraph
of this Section 4.09 will not prohibit the incurrence of any of the following items of Indebtedness (collectively, “Permitted
Debt”) or the issuance of any preferred securities described in clause (11) below:


 


(1) the
incurrence by the Company or any of its Restricted Subsidiaries of additional Indebtedness (including letters of credit) under
one or more Credit Facilities, provided that, after giving effect to any such incurrence, the aggregate principal amount
of all Indebtedness incurred under this clause (1) (with letters of credit being deemed to have a principal amount equal to the
maximum potential liability of the Company and its Subsidiaries thereunder) and then outstanding does not exceed the greater of
(a) $350.0 million or (b) the Borrowing Base;


 


(2) the
incurrence by the Company or any of its Restricted Subsidiaries of the Existing Indebtedness;


 


(3) the
incurrence by the Company and the Guarantors of Indebtedness represented by the Notes issued and sold on the Initial Issuance Date
and the related Subsidiary Guarantees, any Additional Notes and any other Indebtedness (including Permitted Refinancing Indebtedness
incurred to refinance, renew or replace the foregoing) at any one time outstanding under this clause (3) not to exceed $200.0 million;


 


(4) the
incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness represented by Finance Lease Obligations, mortgage
financings or purchase money obligations, in each case, incurred for the purpose of financing all or any part of the purchase price
or cost of construction or improvement of property, plant or equipment used in the business of the Company or such Restricted Subsidiary,
including all Permitted Refinancing Indebtedness incurred to extend, refinance, renew, replace, defease or refund any Indebtedness
incurred pursuant to this clause (4), provided that after giving effect to any such incurrence, the principal amount of
all Indebtedness incurred pursuant to this clause (4) and then outstanding does not exceed the greater of (a) $70.0 million or
(b) 5.0% of the Company’s Consolidated Net Tangible Assets at such time;


 






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(5) the
incurrence by the Company or any of its Restricted Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the net
proceeds of which are used to, extend, refinance, renew, replace, defease or refund Indebtedness that was permitted by this Indenture
to be incurred under the first paragraph of this Section 4.09 or clauses (2) or (3) of this paragraph or this clause (5);


 


(6) the
incurrence by the Company or any of its Restricted Subsidiaries of intercompany Indebtedness between or among the Company and any
of its Restricted Subsidiaries; provided, however, that:


 


(a) if the
Company is the obligor on such Indebtedness and a Guarantor is not the obligee, such Indebtedness must be expressly
subordinated to the prior payment in full in cash of all Obligations with respect to the Notes, or if a Guarantor is the
obligor on such Indebtedness and neither the Company nor another Guarantor is the obligee, such Indebtedness must be
expressly subordinated to the prior payment in full in cash of all Obligations with respect to the Subsidiary Guarantee of
such Guarantor; and


 


(b) (i)
any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than
the Company or a Restricted Subsidiary of the Company and (ii) any sale or other transfer of any such Indebtedness to a Person
that is neither the Company nor a Restricted Subsidiary of the Company will be deemed, in each case, to constitute an incurrence
of such Indebtedness by the Company or such Restricted Subsidiary, as the case may be, that was not permitted by this clause (6);


 


(7) the incurrence
by the Company or any of its Restricted Subsidiaries of obligations under Hedging Contracts in the ordinary course of business
and not for speculative purposes, including any obligations with respect to letters of credit issued in connection therewith;


 


(8) the guarantee by
the Company or any of its Restricted Subsidiaries of Indebtedness of the Company or any of its Restricted Subsidiaries that was
permitted to be incurred by another provision of this Section 4.09;


 


(9) the incurrence
by the Company or any of its Restricted Subsidiaries of obligations relating to net Hydrocarbon balancing positions arising in
the ordinary course of business and consistent with past practice;


 


(10) the incurrence
by the Company or any of its Restricted Subsidiaries of Indebtedness in respect of bid, performance, surety and similar bonds issued
for the account of the Company and any of its Restricted Subsidiaries in the ordinary course of business, including guarantees
and obligations of the Company or any of its Restricted Subsidiaries with respect to letters of credit supporting such obligations
(in each case other than an obligation for money borrowed);


 






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(11) the issuance by
any of the Company’s Restricted Subsidiaries to the Company or to any of its Restricted Subsidiaries of any preferred securities;
provided, however, that:


 


(a) any
subsequent issuance or transfer of Equity Interests that results in any such preferred securities being held by a Person other
than the Company or a Restricted Subsidiary of the Company; and


 


(b) any
sale or other transfer of any such preferred securities to a Person that is not either the Company or a Restricted Subsidiary of
the Company shall be deemed, in each case, to constitute an issuance of such preferred securities by such Restricted Subsidiary
that was not permitted by this clause (11);


 


(12) the incurrence
by the Company or any of its Restricted Subsidiaries of Acquired Debt in connection with a merger or consolidation meeting either
one of the financial tests set forth in clause (d) of the first paragraph of Section 5.01; and


 


(13) the incurrence
by the Company or any of its Restricted Subsidiaries of additional Indebtedness, provided that, after giving effect to any
such incurrence, the aggregate principal amount of all Indebtedness incurred under this clause (13) and then outstanding does not
exceed the greater of (a) $100.0 million or (b) 5.0% of the Company’s Consolidated Net Tangible Assets.


 


For purposes of determining
compliance with this Section 4.09, in the event that an item of Indebtedness (including Acquired Debt) meets the criteria of more
than one of the categories of Permitted Debt described in clauses (1) through (13) above, or is entitled to be incurred pursuant
to the first paragraph of this Section 4.09, the Company will be permitted to classify (or later classify or reclassify in whole
or in part in its sole discretion) such item of Indebtedness in any manner that complies with this Section 4.09. Any Indebtedness
under the Credit Agreement on the Initial Issuance Date shall be considered incurred under clause (1) of the second paragraph of
this Section 4.09 and may not be later classified or reclassified as incurred pursuant to the first paragraph of this Section 4.09.


 


The accrual of interest,
the accretion or amortization of original issue discount, the payment of interest on any Indebtedness in the form of additional
Indebtedness with the same terms, and the payment of dividends on Disqualified Stock in the form of additional shares of the same
class of Disqualified Stock will not be deemed to be an incurrence of Indebtedness or an issuance of Disqualified Stock for purposes
of this Section 4.09, provided, in each such case, that the amount thereof is included in Fixed Charges of the Company as
accrued. Further, the accounting reclassification of any obligation of the Company or any of its Restricted Subsidiaries as Indebtedness
will not be deemed an incurrence of Indebtedness for purposes of this Section 4.09.


 


Section 4.10Limitation
on Asset Sales.


 


The Company will not,
and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless:


 


(1) the
Company (or a Restricted Subsidiary, as the case may be) receives consideration at the time of the Asset Sale at least equal to
the fair market value of the assets or Equity Interests issued or sold or otherwise disposed of;


 






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(2) at
least 75% of the aggregate consideration received by the Company and its Restricted Subsidiaries in the Asset Sale is in the form
of cash. For purposes of this provision, each of the following will be deemed to be cash:


 


(a) any
liabilities, as shown on the Company’s or any Restricted Subsidiary’s most recent balance sheet, of the Company or
such Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any Subsidiary
Guarantee) that are assumed by the transferee of any such assets pursuant to a customary novation agreement that releases the Company
or such Subsidiary from further liability;


 


(b) any
securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that
are, within 90 days after the Asset Sale, converted by the Company or such Subsidiary into cash, to the extent of the cash
received in that conversion; and


 


(c) any
Designated Non-cash Consideration received by the Company or any of its Restricted Subsidiaries in such Asset Sale; provided
that the aggregate fair market value of such Designated Non-cash Consideration, taken together with the fair market value at the
time of receipt of all other Designated Non-cash Consideration received pursuant to this clause (c) less the amount of Net Proceeds
previously realized in cash from prior Designated Non-cash Consideration, is less than the greater of (x) 2.5% of the Company’s
Consolidated Net Tangible Assets at the time of the receipt of such Designated Non-cash Consideration (with the fair market value
of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes
in value) and (y) $37.5 million; and


 


(3) if
such Asset Sale constitutes a sale of Collateral, the Company or such Restricted Subsidiary, as the case may be, shall deposit
the Net Proceeds therefrom immediately upon receipt thereof into the PP&E Proceeds Account as security for all Parity Lien
Obligations. The Company shall promptly notify the Collateral Trustee (i) upon creation of the PP&E Proceeds Account and (ii)
in the event that the PP&E Proceeds Account is closed for any reason and a successor PP&E Proceeds Account is opened, in
each case, specifying the details of such PP&E Proceeds Account. Neither the Company nor any of its Restricted Subsidiaries
shall permit any Lien on the PP&E Proceeds Account other than the Lien held by the Collateral Trustee for the benefit of the
holders of the Parity Lien Obligations and any non-consensual Liens arising by operation of law. Notwithstanding the foregoing,
the Company and its Restricted Subsidiaries shall not be required to cause any Net Proceeds to be held in the PP&E Proceeds
Account except to the extent that the aggregate Net Proceeds from all Asset Sales of Collateral that (x) are not held in the PP&E
Proceeds Account and (y) have not previously been applied in accordance with the provisions of the following paragraphs relating
to the application of Net Proceeds from Asset Sales, exceed $10.0 million. Amounts held in the PP&E Proceeds Account may be
used by the Company for any use permitted in this covenant.


 






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Within 360 days after
the receipt of any Net Proceeds from an Asset Sale, the Company or any Restricted Subsidiary may apply those Net Proceeds at its
option to any combination of the following:


 


(I) (a) with respect
to any Net Proceeds from an Asset Sale of assets not constituting Collateral, to repay, redeem, prepay, repurchase or otherwise
retire Senior Debt, including Existing Unsecured Notes; and (b) with respect to any Net Proceeds from an Asset Sale of Collateral,
to (i) repay, redeem, prepay, repurchase or otherwise retire Parity Lien Debt, including Notes, and other outstanding Parity Lien
Obligations or (ii) repay, redeem, repurchase or otherwise retire Senior Debt, including Existing Unsecured Notes; provided
that the amount of Net Proceeds spent pursuant to this subclause (ii) for such purpose does not exceed an amount equal to $50.0
million minus the aggregate amount of Net Proceeds previously spent pursuant to this subclause (ii) since the Initial Issuance
Date;


 


(II) to acquire
all or substantially all of the properties or assets of a Person primarily engaged in a Permitted Business, provided that, to
the extent that the consideration paid for such acquisition consists of the Net Proceeds of Asset Sales of Collateral, such
properties or assets so acquired (other than properties or assets that would constitute Excluded Property or Working Capital
Priority Collateral) become Collateral upon the closing of such acquisition;


 


(III) to
acquire a majority of the Voting Stock of a Person primarily engaged in a Permitted Business, provided that, to the extent that
the consideration for such acquisition consists of the Net Proceeds of Asset Sales of Collateral, the assets (other than Property
that would constitute Excluded Property or Working Capital Priority Collateral) of such Person become Collateral upon the closing
of such acquisition;


 


(IV) to
make capital expenditures, provided that, with respect to Net Proceeds from an Asset Sale of Collateral used to fund such capital
expenditures, substantially all of such capital expenditures are in or with respect to Collateral; or


 


(V) to
acquire other long-term assets that are used or useful in a Permitted Business, provided that, with respect to Net Proceeds from
an Asset Sale of Collateral, substantially all of such long-term assets constitute Collateral.


 


Pending the final application
of any Net Proceeds, the Company or any Restricted Subsidiary may invest the Net Proceeds in any manner that is not prohibited
by this Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the preceding paragraph will
constitute “Excess Proceeds.”


 


On the 361st day after
the Asset Sale (or, at the Company’s option, any earlier date), if the aggregate amount of Excess Proceeds then exceeds $50.0
million, the Company will make an Asset Sale Offer to all Holders of Notes, and to all holders of other Parity Lien Obligations
containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds
of sales of assets, to purchase the maximum principal amount of the Notes and such other Parity Lien Obligations that may be purchased
out of the Excess Proceeds. The offer price in any Asset Sale Offer will be equal to 100% of the principal amount plus accrued
and unpaid interest, if any, to the Settlement Date, subject to the right of Holders of record on the relevant Record Date to receive
interest due on an Interest Payment Date that is on or prior to the Settlement Date, and will be payable in cash. If any Excess
Proceeds remain after consummation of an Asset Sale Offer, the Company or any Restricted Subsidiary may use those Excess Proceeds
for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and other Parity Lien Obligations
tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Company will select the Notes and the trustee or
agent for such other Parity Lien Obligations shall select such other Parity Lien Obligations to be purchased on a pro rata basis
as set forth in Section 3.09(h). Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero,
all amounts will be released from the PP&E Proceeds Account, and thereafter such funds may be used for any purpose not otherwise
prohibited under this Indenture.


 






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The Company will
comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to
the extent those laws and regulations are applicable in connection with each repurchase of Notes pursuant to an Asset Sale
Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section
4.10, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its
obligations under such provisions by virtue of such conflict.


 


Section 4.11Limitation
on Transactions with Affiliates.


 


The Company will not,
and will not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of
any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract,
agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of the Company (each, an “Affiliate
Transaction”), unless:


 


(1) the
Affiliate Transaction is on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those that
would have been obtained in a comparable transaction by the Company or such Restricted Subsidiary with an unrelated Person or,
if in the good faith judgment of the Board of Directors of the Company, no comparable transaction is available with which to compare
such Affiliate Transaction, such Affiliate Transaction is otherwise fair to the Company or the relevant Restricted Subsidiary from
a financial point of view; and


 


(2) the
Company delivers to the Trustee with respect to any Affiliate Transaction or series of related Affiliate Transactions involving
aggregate consideration in excess of $50.0 million, a resolution of the Board of Directors of the Company set forth in an Officers’
Certificate certifying that such Affiliate Transaction complies with this Section 4.11 and that such Affiliate Transaction or series
of related Affiliate Transactions has been approved by a majority of the disinterested members of the Board of Directors of the
Company.


 


The following items
will not be deemed to be Affiliate Transactions and, therefore, will not be subject to the provisions of the prior paragraph of
this Section 4.11:


 


(1) any
employment, equity award, equity option or equity appreciation agreement or plan entered into by the Company or any of its Restricted
Subsidiaries in the ordinary course of business;


 


(2) transactions
between or among any of the Company and its Restricted Subsidiaries;


 






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(3) transactions
with a Person that is an Affiliate of the Company solely because the Company owns an Equity Interest in such Person;


 


(4) transactions
effected in accordance with the terms of agreements that are in effect on the Initial Issuance Date, and any amendment or replacement
of any of such agreements so long as such amendment or replacement agreement is no less advantageous to the Company and its Restricted
Subsidiaries in any material respect than the agreement so amended or replaced;


 


(5) customary
compensation, indemnification and other benefits made available to officers, directors or employees of the Company or a
Restricted Subsidiary or Affiliate of the Company, including reimbursement or advancement of out-of-pocket expenses and
provisions of officers’ and directors’ liability insurance;


 


(6) sales
of Equity Interests (other than Disqualified Stock) to Affiliates of the Company;


 


(7) Permitted
Investments or Restricted Payments that are permitted by Section 4.07;


 


(8) payments
to the General Partner with respect to reimbursement for expenses in accordance with the Partnership Agreement as in effect on
the Initial Issuance Date and as it may be amended, provided that any such amendment is not less favorable to the Company
in any material respect than the agreement prior to such amendment; and


 


(9) in
the case of contracts for the purchase or sale of Hydrocarbons or activities or services reasonably related thereto, or other operational
contracts, any such contracts that are entered into in the ordinary course of business on terms substantially similar to those
contained in similar contracts entered into by the Company or any of its Restricted Subsidiaries with third parties or otherwise
on terms not materially less favorable to the Company and its Restricted Subsidiaries than those that would be available in a transaction
with an unrelated third party.


 


Section 4.12Limitation
on Liens.


 


The Company will not
and will not permit any of its Restricted Subsidiaries to, create, incur, assume or otherwise cause or suffer to exist or become
effective any Lien of any kind (other than Permitted Liens) securing Indebtedness upon any of their property or assets, now owned
or hereafter acquired.


 


Notwithstanding the
foregoing, the Company will not, and will not permit any Restricted Subsidiary to, (i) incur any Indebtedness (other than the Notes
and the Subsidiary Guarantees) that is secured by Liens on any Equity Interest in a Guarantor in reliance upon clauses (1) or (17)
of the definition of Permitted Liens (or, solely with respect to any Lien incurred under clause (1) of such definition, clause
(18) of such definition), unless in each case the Notes or any Subsidiary Guarantee of such Restricted Subsidiary, as applicable,
are secured on an equal and ratable basis with (or on a senior basis to, in the case of obligations subordinated in right of payment
to the Notes or such Subsidiary Guarantee, as the case may be) the obligations so secured until such time as such obligations are
no longer secured by a Lien, or (ii) incur any Indebtedness (other than the Notes and the Subsidiary Guarantees and other than
Credit Agreement Obligations) that is secured by junior priority Liens on any Credit Agreement Collateral in reliance upon clauses
(1) or (17) of the definition of Permitted Liens (or, solely with respect to any Lien incurred under clause (1) of such definition,
clause (18) of such definition), unless in each case the Notes or any Subsidiary Guarantee of such Restricted Subsidiary, as applicable,
are secured on an equal and ratable basis with (or on a senior basis to, in the case of obligations subordinated in right of payment
to the Notes or such Subsidiary Guarantee, as the case may be) the obligations so secured until such time as such obligations are
no longer secured by a Lien.


 




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Section 4.13Additional
Subsidiary Guarantees.


 


If, after the Initial
Issuance Date, any Restricted Subsidiary of the Company that is not already a Guarantor guarantees any Indebtedness of either of
the Issuers or any Guarantor, or any Domestic Subsidiary, if not then a Guarantor, incurs any Indebtedness under a Credit Facility,
then in either case that Subsidiary will become a Guarantor by executing a supplemental indenture substantially in the form of
Annex A hereto and delivering it to the Trustee within 20 Business Days of the date on which it guaranteed or incurred such Indebtedness,
as the case may be. Any such guarantee shall be subject to the release and other provisions as described in Article 10.


 


Section 4.14Corporate
Existence.


 


Except as otherwise
permitted pursuant to the terms hereof (including consolidation and merger permitted by Section 5.01), the Company shall do or
cause to be done all things necessary to preserve and keep in full force and effect its organizational existence, and the corporate,
partnership or other existence of each of its Restricted Subsidiaries, in accordance with the respective organizational documents
(as the same may be amended from time to time) of the Company or any such Restricted Subsidiary; provided, however,
that the Company shall not be required to preserve the existence of any of its Restricted Subsidiaries (except Finance Corp.) if
the Company shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Company
and its Restricted Subsidiaries taken as a whole and that the loss thereof is not adverse in any material respect to the Holders
of the Notes.


 


Section 4.15Offer
to Repurchase Upon Change of Control.


 


(1) No
later than 30 days following the occurrence of a Change of Control, unless the Issuers have previously or concurrently exercised
their right to redeem all of the Notes pursuant to Section 3.07, the Company shall make an offer (a “Change of Control Offer”)
to repurchase all or any part (equal to a minimum of $2,000 or an integral multiple of $1,000 in excess of $2,000) of each Holder’s
Notes at a purchase price (the “Change of Control Payment”) in cash equal to 101% (or, at the Company’s election,
a higher percentage) of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest, if any, thereon
to the date of settlement (the “Change of Control Settlement Date”), subject to the right of Holders of record on the
relevant Record Date to receive interest due on an Interest Payment Date that is on or prior to the Change of Control Settlement
Date. No later than 30 days following a Change of Control, unless the Issuers have previously or concurrently exercised their right
to redeem all of the Notes pursuant to Section 3.07, the Company shall mail (or otherwise deliver in accordance with the procedures
of DTC) a notice of the Change of Control Offer to each Holder and the Trustee describing the transaction that constitutes the
Change of Control and stating:


 


(a) that
the Change of Control Offer is being made pursuant to this Section 4.15 and that all Notes validly tendered and not validly withdrawn
will be accepted for payment;


 




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(b) the
purchase price and the purchase date, which shall be no earlier than 30 days but no later than 60 days from the date such notice
is mailed (the “Change of Control Purchase Date”);


 


(c) that
the Change of Control Offer will expire as of the time specified in such notice on the Change of Control Purchase Date and that
the Company shall pay the Change of Control Payment for all Notes accepted for purchase as of the Change of Control Purchase Date
promptly thereafter on the Change of Control Settlement Date;


 


(d) that
any Note not tendered will continue to accrue interest;


 


(e) that,
unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change
of Control Offer shall cease to accrue interest after the Change of Control Settlement Date;


 


(f) that
Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, properly
endorsed for transfer, together with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes
completed and such customary documents as the Company may reasonably request, to the Paying Agent at the address specified in the
notice prior to the termination of the Change of Control Offer on the Change of Control Purchase Date;


 


(g) that
Holders will be entitled to withdraw their election if the Paying Agent receives, five (5) Business Days prior to the Change of
Control Settlement Date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes
delivered for purchase, and a statement that such Holder is withdrawing its election to have the Notes purchased; and


 


(h) that
Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion
of the Notes surrendered, which unpurchased portion must be equal to a minimum of $2,000 in principal amount or an integral multiple
of $1,000 in excess of $2,000.


 


If any of the Notes subject to a Change
of Control Offer is in the form of a Global Note, then the Company shall modify such notice to the extent necessary to accord with
the Applicable Procedures of the Depository applicable to repurchases. Further, the Company shall comply with the requirements
of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations
are applicable in connection with the repurchase of Notes as a result of a Change of Control. To the extent that the provisions
of any securities laws or regulations conflict with the provisions of this Section 4.15, the Company will comply with the applicable
securities laws and regulations and will not be deemed to have breached its obligations under such provisions by virtue of such
conflict.


 






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(2) On
the Change of Control Settlement Date, the Company shall, to the extent lawful, accept for payment all Notes or portions thereof
(in minimum denominations of $2,000 and in integral multiples of $1,000 in excess of $2,000) properly tendered (and not validly
withdrawn) pursuant to the Change of Control Offer. Promptly thereafter on the Change of Control Settlement Date the Company shall:


 


(a) deposit
with the applicable Paying Agent by 11:00 a.m., New York City time, an amount equal to the Change of Control Payment in respect
of all Notes or portions thereof so tendered (and not validly withdrawn); and


 


(b) deliver
or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate
principal amount of Notes or portions of Notes being purchased by the Company.


 


On the Change of Control Settlement Date,
the applicable Paying Agent shall remit to each Holder of Notes properly tendered the Change of Control Payment for such Notes
(or, if all the Notes are then in global form, make such payment through the facilities of the Depository) and the Trustee shall
authenticate, upon Company Order, and deliver (or appropriate adjustments will be made in accordance with Applicable Procedures
with respect to Global Notes) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered,
if any; provided, however, that each such new Note will be in a principal amount of a minimum of $2,000 or an integral
multiple of $1,000 in excess of $2,000. The Company shall publicly announce the results of the Change of Control Offer on or as
soon as practicable after the Change of Control Purchase Date.


 


(3) The
Change of Control provisions of this Section 4.15 shall be applicable whether or nor any other provisions of this Indenture are
applicable.


 


(4) Prior
to complying with any of the provisions of this Section 4.15, but in any event no later than the Change of Control Settlement Date,
the Company or any Guarantor must either repay all of its other outstanding Senior Debt or obtain the requisite consents, if any,
under all agreements governing such Senior Debt if and to the extent needed to permit the repurchase of Notes required by this
Section 4.15.


 


(5) Notwithstanding
anything to the contrary contained herein, the Company shall not be required to make a Change of Control Offer following a Change
of Control if (1) a third party makes the Change of Control Offer in the manner, at the time and otherwise in compliance with the
requirements set forth in this Section 4.15 applicable to a Change of Control Offer made by the Company and purchases all Notes
properly tendered and not withdrawn under such Change of Control Offer or (2) in connection with any Change of Control, the Company
has made an offer to purchase (an “Alternate Offer”) any and all Notes validly tendered at a cash price equal to or
higher than the Change of Control Payment and has purchased all Notes properly tendered in accordance with the terms of the Alternate
Offer. Notwithstanding anything to the contrary contained herein, a Change of Control Offer by the Company or a third party or
an Alternate Offer by the Company may be made in advance of a Change of Control, conditioned upon the consummation of such Change
of Control, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer or Alternate
Offer is made.


 






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(6) If Holders of
not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in a
Change of Control Offer or Alternate Offer and the Issuers, or any other Person making a Change of Control Offer in lieu of
the Company as described below, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company
will have the right, upon not less than 15 nor more than 60 days’ prior written notice, given not more than 30 days
following such purchase pursuant to the Change of Control Offer or Alternate Offer described above, to redeem all Notes that
remain outstanding following such purchase at a redemption price in cash equal to the applicable Change of Control Payment
plus, to the extent not included in the Change of Control Payment, accrued and unpaid interest, if any, to the date of
redemption (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant
Interest Payment Date).


 


Section 4.16Permitted
Business Activities.


 


The Company will not,
and will not permit any Restricted Subsidiary to, engage in any business other than a Permitted Business, except to such extent
as would not be material to the Company and its Restricted Subsidiaries taken as a whole.


 


Finance Corp. shall
not incur Indebtedness unless (1) the Company is a co-obligor or guarantor of such Indebtedness or (2) the net proceeds of such
Indebtedness are loaned to the Company or a Restricted Subsidiary of the Company, used to acquire outstanding debt securities issued
by the Company or a Restricted Subsidiary of the Company or used to repay Indebtedness of the Company as permitted under Section
4.09. Finance Corp. shall not engage in any business not related directly or indirectly to obtaining money or arranging financing
for the Company or its Restricted Subsidiaries.


 


Section 4.17[Reserved].


 


Section 4.18Covenant
Suspension.


 


If at any time (a)
the rating assigned to the Notes by either S&P or Moody’s is an Investment Grade Rating, (b) no Default has occurred
and is continuing under this Indenture and (c) the Issuers have delivered to the Trustee an Officers’ Certificate specifying
its election to suspend covenants in accordance with this Section 4.18 and certifying to the foregoing provisions of this sentence,
the Company and its Restricted Subsidiaries will no longer be subject to the provisions of Sections 3.09, 4.07, 4.08, 4.09, 4.10,
4.11, 4.16, and clause (d) of the first paragraph of Section 5.01 of this Indenture (collectively, the “Suspended Covenants”);
provided, however, the Company and its Restricted Subsidiaries will remain subject to all of the other provisions
of this Indenture. After the foregoing covenants have been suspended, the Company may not designate any of its Subsidiaries as
Unrestricted Subsidiaries. Thereafter, if either S&P or Moody’s withdraws its ratings or downgrades the ratings assigned
to the Notes below the Investment Grade Rating so that the Notes do not have an Investment Grade Rating from either S&P or
Moody’s, the Company and its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants, subject
to the terms, conditions and obligations set forth herein (each such date of reinstatement being the “Reinstatement Date”).
Compliance with the Suspended Covenants with respect to Restricted Payments made after the Reinstatement Date will be calculated
in accordance with the terms of Section 4.07 of this Indenture as though such covenants had been in effect during the period since
the Initial Issuance Date.


 






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Section
4.19Designation of Restricted and Unrestricted Subsidiaries.


 


The
Board of Directors of the Company may designate any Restricted Subsidiary of the Company to be an Unrestricted Subsidiary if that
designation would not cause a Default. If a Restricted Subsidiary of the Company is designated as an Unrestricted Subsidiary,
the aggregate fair market value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary
properly designated as an Unrestricted Subsidiary will be deemed to be either an Investment made as of the time of the designation
that will reduce the amount available for Restricted Payments under the first paragraph of Section 4.07 or represent Permitted
Investments, as determined by the Company. That designation shall only be permitted if the Investment would be permitted at that
time and if the Subsidiary so designated otherwise meets the definition of an Unrestricted Subsidiary.


 


The
Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the Company;
provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company
of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation will only be permitted if (1) such Indebtedness
is permitted under Section 4.09, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter
reference period, and (2) no Default or Event of Default would be in existence following such designation.


 


Article
5

SUCCESSORS


 


Section
5.01Merger, Consolidation, or Sale of Assets.


 


Neither
of the Issuers may, directly or indirectly, (1) consolidate or merge with or into another Person (whether or not such Issuer is
the survivor), or (2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties
or assets in one or more related transactions to another Person, unless:


 


(a) either
(1) such Issuer is the survivor or (2) the Person formed by or surviving any such consolidation or merger (if other than such
Issuer ) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a Person
organized or existing under the laws of the United States, any state of the United States or the District of Columbia; provided,
however, that Finance Corp. may not consolidate or merge with or into any Person other than a corporation satisfying such
requirement so long as the Company is not a corporation;


 


(b) the
Person formed by or surviving any such consolidation or merger (if other than such Issuer) or the Person to which such sale, assignment,
transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of such Issuer under the Notes,
this Indenture and the other Note Documents pursuant to agreements reasonably satisfactory to the Trustee and the Collateral Trustee,
as applicable;


 






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(c) immediately
after such transaction no Default or Event of Default exists;


 


(d) in
the case of a transaction involving the Company and not Finance Corp., either;


 


(i) the
Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale,
assignment, transfer, lease, conveyance or other disposition shall have been made will, at the time of such transaction and after
giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable
four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio
test set forth in the first paragraph of Section 4.09 hereof; or


 


(ii) immediately
after giving effect to such transaction and any related financing transactions on a pro forma basis as if the same had occurred
at the beginning of the Company’s most recently ended four full quarters for which internal financial statements are available
immediately preceding the date of the transactions, the Fixed Charge Coverage Ratio of the Company or the Person formed by or
surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance
or other disposition has been made, will be equal to or greater than the Fixed Charge Coverage Ratio of the Company immediately
before such transactions;


 


(e) the
Person formed by or surviving any such consolidation or merger (if other than an Issuer), or to which such sale, assignment, transfer,
lease, conveyance or other disposition has been made has taken such action as may be reasonably necessary to cause any property
or assets that constitute Collateral owned by or transferred to such Person to continue to constitute Collateral and to be subject
to the Parity Liens in the manner and to the extent required under the Note Documents; and


 


(f) such
Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation,
merger or disposition and such supplemental indenture (if any) comply with this Indenture.


 


Notwithstanding
the restrictions described in the foregoing clause (d), any Restricted Subsidiary (other than Finance Corp.) may consolidate with,
merge into or dispose of all or part of its properties and assets to the Company without complying with the preceding clause (d)
in connection with any such consolidation, merger or disposition.


 


Notwithstanding
the second preceding paragraph of this Section 5.01, the Company may reorganize as any other form of entity in accordance with
the following procedures provided that:


 


(1) the
reorganization involves the conversion (by merger, sale, contribution or exchange of assets or otherwise) of the Company into
a form of entity other than a limited partnership formed under Delaware law;


 


(2) the
entity so formed by or resulting from such reorganization is an entity organized or existing under the laws of the United States,
any state thereof or the District of Columbia;


 






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(3) the
entity so formed by or resulting from such reorganization assumes all the obligations of the Company under the Notes, this Indenture
and the other Note Documents pursuant to agreements reasonably satisfactory to the Trustee;


 


(4) immediately
after such reorganization no Default or Event of Default exists; and


 


(5) such
reorganization is not materially adverse to the Holders or Beneficial Owners of the Notes (for purposes of this clause (5) a reorganization
will not be considered materially adverse to the Holders or Beneficial Owners of the Notes solely because the successor or survivor
of such reorganization (a) is subject to federal or state income taxation as an entity or (b) is considered to be an “includible
corporation” of an affiliated group of corporations within the meaning of Section 1504(b) of the Code or any similar state
or local law).


 


Section
5.02Successor Substituted.


 


(a) Upon
any consolidation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially
all of the properties or assets of an Issuer in accordance with Section 5.01 hereof, the successor formed by such consolidation
or into or with which such Issuer is merged or to which such sale, assignment, transfer, lease, conveyance or other disposition
is made shall succeed to, and may exercise every right and power of, such Issuer under this Indenture with the same effect as
if such successor had been named as such Issuer herein and shall be substituted for such Issuer (so that from and after the date
of such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition, the provisions of this Indenture
referring to the “Company” or “Finance Corp.,” as the case may be, shall refer instead to the successor
and not to the Company or Finance Corp., as the case may be); and thereafter, except in the case of a lease of all or substantially
all of its properties or assets in accordance with this Indenture, it shall be discharged and released from all obligations and
covenants under this Indenture and the Notes. The Trustee, upon request of and at the expense of the applicable Issuer, shall
enter into a supplemental indenture to evidence the succession and substitution of such successor and such discharge and release
of such Issuer.


 


Article
6

DEFAULTS AND REMEDIES


 


Section
6.01Events of Default.


 


An
“Event of Default” occurs if one of the following shall have occurred and be continuing (whatever the reason for such
Event of Default and whether it shall be involuntary or be effected by operation of law):


 


(a) an
Issuer defaults in the payment when due of interest with respect to, the Notes, and such default continues for a period of 30
days;


 


(b) an
Issuer defaults in the payment of the principal of or premium, if any, on the Notes when due at its Stated Maturity, upon optional
redemption, upon required repurchase, upon declaration or otherwise;


 






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(c) the
Company fails to comply with its obligations to offer to repurchase Notes or repurchase Notes when required under the provisions
of Sections 3.09, 4.10, 4.15 or the Company fails to comply with Section 5.01 hereof;


 


(d) the
Company fails to comply with the provisions of Section 4.03 for 180 days after notice to the Company by the Trustee or the Holders
of at least 25% in principal amount of the Notes then outstanding of such failure;


 


(e) the
Company fails to comply with any other covenant or other agreement in this Indenture or the Notes for 60 days after notice to
the Company by the Trustee or the Holders of at least 25% in principal amount of the Notes then outstanding of such failure;


 


(f) a
default occurs under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or
evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries (or the payment of which is
guaranteed by the Company or any of its Restricted Subsidiaries), whether such Indebtedness or guarantee now exists or is created
after the Initial Issuance Date, if such default:


 


(i) is
caused by a failure to pay principal of, or interest or premium, if any, on such Indebtedness prior to the expiration of any grace
period provided in such Indebtedness (a “Payment Default”) or


 


(ii) results
in the acceleration of such Indebtedness prior to its Stated Maturity;


 


and,
in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness
under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $50.0 million or more;
provided, however, that if any such Payment Default is cured or waived or any such acceleration rescinded, or such
Indebtedness is repaid, within a period of 60 days from the continuation of such Payment Default beyond the applicable grace period
or the occurrence of such acceleration, as the case may be, such Event of Default and any consequential acceleration of the Notes
shall be automatically rescinded, so long as such rescission does not conflict with any judgment or decree;


 


(g) the
Company or any of its Restricted Subsidiaries fails to pay final judgments aggregating in excess of $50.0 million (to the extent
not covered by insurance by a reputable and creditworthy insurer as to which the insurer has not disclaimed coverage), which judgments
are not paid, discharged or stayed for a period of 60 days;


 


(h) except
as permitted by this Indenture, any Subsidiary Guarantee is held in any judicial proceeding to be unenforceable or invalid or
ceases for any reason to be in full force and effect or any Guarantor, or any Person acting on behalf of any Guarantor, denies
or disaffirms its obligations under its Subsidiary Guarantee; and


 






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(i) the
Company, Finance Corp., any of the Company’s Restricted Subsidiaries that is a Significant Subsidiary of the Company or
any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary of the Company
pursuant to or within the meaning of Bankruptcy Law:


 


(i) commences
a voluntary case,


 


(ii) consents
in writing to the entry of an order for relief against it in an involuntary case,


 


(iii) consents
in writing to the appointment of a Custodian of it or for all or substantially all of its property,


 


(iv) makes
a general assignment for the benefit of its creditors, or


 


(v) admits
in writing it generally is not paying its debts as they become due;


 


(j) a
court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:


 


(i) is
for relief against the Company, Finance Corp., any of the Company’s Restricted Subsidiaries that is a Significant Subsidiary
of the Company or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary
of the Company in an involuntary case;


 


(ii) appoints
a Custodian of the Company, Finance Corp., any of the Company’s Restricted Subsidiaries that is a Significant Subsidiary
of the Company or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary
of the Company or for all or substantially all of the property of the Company, Finance Corp., any of the Company’s Restricted
Subsidiaries that is a Significant Subsidiary of the Company or any group of Restricted Subsidiaries of the Company, that, taken
together, would constitute a Significant Subsidiary of the Company; or


 


(iii) orders
the liquidation of the Company, Finance Corp., any of the Company’s Restricted Subsidiaries that is a Significant Subsidiary
of the Company or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary
of the Company; and the order or decree remains unstayed and in effect for 60 consecutive days; and


 


(k) the
occurrence of any of the following:


 


(i) any
Security Document for the benefit of the Holders of the Notes is held in any judicial proceeding to be unenforceable or invalid
or ceases for any reason to be in full force and effect, other than in accordance with the terms of the relevant Security Documents
or the Collateral Trust Agreement;


 






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(ii) with
respect to any Collateral having a fair market value in excess of $20.0 million, individually or in the aggregate, (A) the failure
of the security interest with respect to such Collateral under any Security Document, at any time, to be in full force and effect
for any reason other than in accordance with the terms of such Security Document and the terms of this Indenture or the Collateral
Trust Agreement, as applicable, and other than the satisfaction in full of all obligations under this Indenture and discharge
of this Indenture if such failure continues for 60 days or (B) the assertion by any Obligor, in any pleading in any court of competent
jurisdiction, that any such security interest is invalid, unperfected or unenforceable; or


 


(iii) any
Obligor, or any Person acting on behalf of such Obligor, denies or disaffirms, in writing, any obligation of any Obligor set forth
in or arising under the Collateral Trust Agreement or any other Security Document for the benefit of the Holders of Notes.


 


Section
6.02Acceleration.


 


If
any Event of Default occurs and is continuing, the Trustee, by notice to the Issuers, or the Holders of at least 25% in principal
amount of the then outstanding Notes, by notice to the Issuers and the Trustee, may declare all the Notes to be due and payable
immediately. Upon any such declaration, the Notes shall become due and payable immediately, together with all accrued and unpaid
interest and premium, if any, thereon. Notwithstanding the preceding, if an Event of Default specified in clause (i) or (j) of
Section 6.01 hereof occurs with respect to the Company, Finance Corp., any of the Company’s Restricted Subsidiaries that
is a Significant Subsidiary of the Company or any group of Restricted Subsidiaries of the Company that, taken together, would
constitute a Significant Subsidiary of the Company, all outstanding Notes shall become due and payable without further action
or notice, together with all accrued and unpaid interest and premium, if any, thereon. The Holders of a majority in principal
amount of the then outstanding Notes by notice to the Trustee may on behalf of all of the Holders rescind an acceleration and
its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except
with respect to nonpayment of principal, interest or premium that have become due solely because of the acceleration) have been
cured or waived.


 


If
the Notes are accelerated or otherwise become due prior to their stated maturity, as a result of an Event of Default specified
in clauses (i) or (j) of Section 6.01 hereof (including the acceleration on any portion of the Indebtedness evidenced by the Notes
by operation of law), the amount that shall then be due and payable shall be equal to:


 


(x)
(i) 100% of the principal amount of the Notes then outstanding plus the Make Whole Premium in effect on the date of such acceleration
or (ii) the applicable redemption price in effect on the date of such acceleration, as applicable, plus


 


(y)
accrued and unpaid interest to, but excluding, the date of such acceleration, in each case, as if such acceleration were an optional
redemption of the Notes so accelerated.


 






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Without
limiting the generality of the foregoing, it is understood and agreed that if the Notes are accelerated or otherwise become due
prior to their stated maturity, in each case, as a result of an Event of Default specified in clauses (i) or (j) of Section 6.01
hereof (including the acceleration of any portion of the Indebtedness evidenced by the Notes by operation of law), the Make Whole
Premium or the amount by which the applicable redemption price exceeds the principal amount of the Notes (the “Redemption
Price Premium”), as applicable, with respect to an optional redemption of the Notes shall also be due and payable as
though the Notes had been optionally redeemed on the date of such acceleration and shall constitute part of the Obligations with
respect to the Notes, in view of the impracticability and difficulty of ascertaining actual damages and by mutual agreement of
the parties as to a reasonable calculation of each Holder’s lost profits as a result thereof. If the Make Whole Premium
or the Redemption Price Premium, as applicable, becomes due and payable, it shall be deemed to be principal of the Notes and interest
shall accrue on the full principal amount of the Notes (including the Make Whole Premium or the Redemption Price Premium, as applicable)
from and after the applicable triggering event. Any premium payable pursuant to this paragraph shall be presumed to be liquidated
damages sustained by each Holder as the result of the acceleration of the Notes and the Issuers agree that it is reasonable under
the circumstances currently existing. The premium shall also be payable in the event the Notes or the indenture are satisfied,
released or discharged through foreclosure, whether by judicial proceeding, deed in lieu of foreclosure or by any other means.
THE COMPANY AND EACH SUBSIDIARY GUARANTOR EXPRESSLY WAIVES (TO THE FULLEST EXTENT THEY MAY LAWFULLY DO SO) THE PROVISIONS OF ANY
PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING PREMIUM IN CONNECTION WITH ANY
SUCH ACCELERATION. The Company and each Subsidiary Guarantor expressly agrees (to the fullest extent it may lawfully do so) that:


 


(a) the
premium is reasonable and is the product of an arm’s length transaction between sophisticated business entities, ably represented
by counsel;


 


(b) the
premium shall be payable notwithstanding the then prevailing market rates at the time acceleration occurs;


 


(c) there
has been a course of conduct between the Holders and the Company giving specific consideration in this transaction for such agreement
to pay the premium; and


 


(d) the
Company and each Subsidiary Guarantor shall be estopped hereafter from claiming differently than as agreed to in this paragraph.
The Company and each Subsidiary Guarantor expressly acknowledges its agreement to pay the premium.


 


Section
6.03Other Remedies.


 


If
an Event of Default occurs and is continuing, the Trustee may pursue any available remedy to collect the payment of principal
of and interest and premium, if any, on the Notes or to enforce the performance of any provision of the Notes or this Indenture.


 


The
Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding.
A delay or omission by the Trustee or any Holder of a Note in exercising any right or remedy accruing upon an Event of Default
shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. All remedies are cumulative
to the extent permitted by law.


 






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Section
6.04Waiver of Past Defaults.


 


Holders
of a majority in principal amount of the then outstanding Notes by notice to the Trustee may on behalf of the Holders of all of
the Notes waive any existing Default or Event of Default and its consequences hereunder, except a continuing Default or Event
of Default in the payment of the principal of, or interest or premium, if any, on, the Notes. Upon any such waiver, such Default
shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this
Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon.


 


Section
6.05Control by Majority.


 


Holders
of a majority in principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding
for exercising any remedy available to the Trustee or exercising any trust or power conferred on it. However, the Trustee may
refuse to follow any direction that conflicts with law or this Indenture or that the Trustee determines may be unduly prejudicial
to the rights of other Holders of Notes or that may involve the Trustee in personal liability.


 


Section
6.06Limitation on Suits.


 


A
Holder of a Note may pursue a remedy with respect to this Indenture or the Notes only if:


 


(a) the
Holder of a Note gives to the Trustee written notice of a continuing Event of Default;


 


(b) the
Holders of at least 25% in principal amount of the then outstanding Notes make a written request to the Trustee to pursue the
remedy;


 


(c) such
Holder of a Note or Holders of Notes offer and, if requested, provide to the Trustee indemnity or security satisfactory to the
Trustee against any loss, liability or expense;


 


(d) the
Trustee does not comply with the request within 60 days after receipt of the request and the offer and, if requested, the provision
of indemnity or security; and


 


(e) during
such 60-day period the Holders of a majority in principal amount of the then outstanding Notes do not give the Trustee a direction
inconsistent with the request.


 


A
Holder of a Note may not use this Indenture to prejudice the rights of another Holder of a Note or to obtain a preference or priority
over another Holder of a Note.


 


Section
6.07Rights of Holders of Notes to Receive Payment.


 


Notwithstanding
any other provision of this Indenture, the right of any Holder of a Note to receive payment of principal of and interest and premium,
if any, on the Note, on or after the respective due dates expressed in the Note, or to bring suit for the enforcement of any such
payment on or after such respective dates, shall not be amended or waived without the consent of such Holder.


 






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Section
6.08Collection Suit by Trustee.


 


If
an Event of Default specified in Section 6.01(a) or (b) occurs and is continuing, the Trustee is authorized to recover judgment
in its own name and as trustee of an express trust against the Issuers and the Guarantors for the whole amount of principal of,
and interest and premium, if any remaining unpaid on the Notes and interest on overdue principal and, to the extent lawful, interest,
and such further amount as shall be sufficient to cover the costs and expenses of collection, including the compensation, and
the reasonable expenses, disbursements and advances of the Trustee, its agents and counsel.


 


Section
6.09Trustee May File Proofs of Claim.


 


The
Trustee is authorized to file such proofs of claim and other papers or documents as may be necessary or advisable in order to
have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel) and the Holders of the Notes allowed in any judicial proceedings relative to the Issuers (or
any other obligor upon the Notes), their creditors or their property and shall be entitled and empowered to collect, receive and
distribute any money or other property payable or deliverable on any such claims and any custodian in any such judicial proceeding
is hereby authorized by each Holder to make such payments to the Trustee, and in the event that the Trustee shall consent to the
making of such payments directly to the Holders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof.
To the extent that the payment of any such compensation, expenses, disbursements and advances of the Trustee, its agents and counsel,
and any other amounts due the Trustee under Section 7.07 hereof out of the estate in any such proceeding, shall be denied for
any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends,
money, securities and other properties that the Holders may be entitled to receive in such proceeding whether in liquidation or
under any plan of reorganization or arrangement or otherwise. Nothing herein contained shall be deemed to authorize the Trustee
to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition
affecting the Notes or the rights of any Holder, or to authorize the Trustee to vote in respect of the claim of any Holder in
any such proceeding.


 


Section
6.10Priorities.


 


If
the Trustee collects any money or property pursuant to this Article, it shall pay out the money or property in the following order:


 


First:
to the Trustee, the Agents and their respective agents and attorneys for amounts due under this Indenture, including payment of
all compensation, indemnity amounts, expense and liabilities incurred, and all advances made, by any of them and their costs and
expenses of collection;


 






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Second:
to Holders of Notes for amounts due and unpaid on the Notes for principal, interest and premium, if any, ratably, without preference
or priority of any kind, according to the amounts due and payable on the Notes for principal, interest and premium, if any, respectively;
and Third: to the Issuers or to such party as a court of competent jurisdiction shall direct.


 


The
Trustee may fix a record date and payment date for any payment to Holders of Notes pursuant to this Section 6.10.


 


Section
6.11Undertaking for Costs.


 


In
any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken
or omitted by it as a trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking
to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’
fees, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by
the party litigant. This Section does not apply to a suit by the Trustee, a suit by a Holder of a Note pursuant to Section 6.07
hereof, or a suit by Holders of more than 10% in principal amount of the then outstanding Notes.


 


Section
6.12Restoration of Rights and Remedies.


 


If
the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding
has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then and
in every such case, subject to any determination in such proceedings, the Issuers, the Trustee and the Holders shall be restored
severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Trustee and the Holders
shall continue as though no such proceeding has been instituted.


 


Section
6.13Rights and Remedies Cumulative.


 


Except
as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes in Section 2.07
hereof, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any
other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every
other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment
of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate
right or remedy.


 


Section
6.14Delay or Omission Not Waiver.


 


No
delay or omission of the Trustee or of any Holder of any Note to exercise any right or remedy accruing upon any Event of Default
shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right
and remedy given by this Article or by law to the Trustee or to the Holders may be exercised from time to time, and as often as
may be deemed expedient, by the Trustee or by the Holders, as the case may be.


 






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Article
7

TRUSTEE


 


Section
7.01Duties of Trustee.


 


(a) If
an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this
Indenture, and use the same degree of care and skill in its exercise, as a prudent person would exercise or use under the circumstances
in the conduct of such person’s own affairs.


 


(b) Except
during the continuance of an Event of Default:


 


(i) the
duties of the Trustee shall be determined solely by the express provisions of this Indenture and the Trustee need perform only
those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be
read into this Indenture against the Trustee; and


 


(ii) in
the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness
of the opinions expressed therein, and shall be protected in acting or refraining from acting upon certificates or opinions furnished
to the Trustee and conforming to the requirements of this Indenture. However, the Trustee shall examine the certificates and opinions
to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate mathematical
calculations or other facts stated therein).


 


(c) The
Trustee may not be relieved from liabilities for its own negligent action, its own negligent failure to act, or its own willful
misconduct, except that:


 


(i) this
paragraph does not limit the effect of paragraph (b) of this Section 7.01;


 


(ii) the
Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved in a court
of competent jurisdiction that the Trustee was negligent in ascertaining the pertinent facts;


 


(iii) the
Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction
received by it pursuant to Section 6.05 hereof; and


 


(iv) no
provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability
in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable
grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured
to it.


 


(d) Whether
or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs
(a), (b) and (c) of this Section 7.01.


 






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(e) The
Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with an Issuer.
Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.


 


(f) The
Trustee may not exercise remedies in respect of the Collateral or, except as expressly set forth therein, under the Security Documents.


 


Section
7.02Rights of Trustee.


 


(a) The
Trustee may conclusively rely and shall be fully protected in acting or refraining from acting upon any document believed by it
to be genuine and to have been signed or presented by the proper Person. The Trustee need not investigate any fact or matter stated
in the document. The Trustee shall receive and retain financial reports and statements of the Issuers as provided herein, but
shall have no duty to review or analyze such reports or statements to determine compliance with covenants or other obligations
of the Issuers.


 


(b) Before
the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel or both. The
Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Certificate
or Opinion of Counsel. No such Officers’ Certificate or Opinion of Counsel shall be at the expense of the Trustee. The Trustee
may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete
authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith
and in reliance thereon.


 


(c) The
Trustee may act through its attorneys and agents and shall not be responsible for the misconduct or negligence of any agent appointed
with due care.


 


(d) The
Trustee shall not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within
its discretion, rights or powers conferred upon it by this Indenture.


 


(e) Unless
otherwise specifically provided in this Indenture, any demand, request, direction or notice from an Issuer shall be sufficient
if signed by an Officer of such Issuer.


 


(f) The
Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or
direction of any of the Holders unless such Holder shall have offered to the Trustee security or indemnity satisfactory to the
Trustee against the costs, expenses, losses and liabilities that might be incurred by it in compliance with such request or direction.


 


(g) The
Trustee shall have no duty to inquire as to the performance of the Issuers’ covenants in Article 4 hereof. In addition,
the Trustee shall not be deemed to have knowledge of any Default or Event of Default except: (1) any Event of Default occurring
pursuant to Section 6.01(a) or 6.01(b) hereof; or (2) any Default or Event of Default of which a Responsible Officer shall have
received written notification or obtained actual knowledge.


 






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(h) The
right of the Trustee to perform any discretionary act enumerated hereunder shall not be construed as a duty.


 


(i) The
rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be
indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder and each agent and
other person employed to act hereunder and in its capacity as Trustee under any other agreement executed in connection with this
Indenture to which the Trustee is a party.


 


(j) In
no event shall the Trustee be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever
(including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such
loss or damage and regardless of the form of action.


 


(k) The
Trustee may request that the Company deliver an Officers’ Certificate setting forth the names of individuals and/or titles
of officers authorized at such time to take specified actions pursuant to this Indenture, which Officers’ Certificate may
be signed by any person authorized to sign an Officers’ Certificate, including any person specified as so authorized in
any Officers’ certificate previously delivered and not superseded.


 


(l) Any
request or direction of an Issuer mentioned herein shall be sufficiently evidenced by a written request or order signed by an
Officer of such Issuer, and any resolution of the board of directors shall be sufficiently evidenced by a Board Resolution.


 


(m) The
Trustee shall not be required to give any bond or surety in respect of the execution of the powers granted hereunder.


 


(n) The
Trustee shall not be responsible or liable for any failure or delay in the performance of its obligations under this Indenture
arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including without limitation,
acts of God; earthquakes; fires; floods; wars; civil or military disturbances; sabotage; epidemics; riots; interruptions, loss
or malfunctions of utilities, computer (hardware or software) or communications service, accidents; labor disputes; acts of civil
or military authority or governmental actions; or the unavailability of the Federal Reserve Bank wire or telex or other wire or
communication facility (it being understood that the Trustee shall use commercially reasonable efforts to resume performance as
soon as practicable under the circumstances).


 


(o) In
the event that any Collateral shall be attached, garnished or levied upon by any court order, or the delivery thereof shall be
stayed or enjoined by an order of a court, or any order, judgment or decree shall be made or entered by any court order affecting
the Collateral, the Trustee is hereby expressly authorized, in its sole discretion, to respond as it deems appropriate or to comply
with all writs, orders or decrees so entered or issued, or which it is advised by legal counsel of its own choosing is binding
upon it, whether with or without jurisdiction. In the event that the Trustee obeys or complies with any such writ, order or decree
it shall not be liable to any of the Parties or to any other person, firm or corporation, should, by reason of such compliance
notwithstanding, such writ, order or decree be subsequently reversed, modified, annulled, set aside or vacated.


 






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(p) Neither
the Trustee nor any of its directors, officers, employees, agents or affiliates shall be responsible for nor have any duty to
monitor the performance or any action of the Issuers, or any of their directors, members, officers, agents, affiliates or employee,
nor shall it have any liability in connection with the malfeasance or nonfeasance by such party. The Trustee may assume performance
by all such Persons of their respective obligations. The Trustee shall have no enforcement or notification obligations relating
to breaches of representations or warranties of any other Person.


 


(q) Notwithstanding
anything to the contrary herein, the Trustee shall have no duty to prepare or file any Federal or state tax report or return with
respect to any funds held pursuant to this Indenture or any income earned thereon, except for the delivery and filing of tax information
reporting forms required to be delivered and filed with the Internal Revenue Service.


 


(r) Each
Party agrees that, for tax reporting purposes, the Collateral shall be deemed to be the property of the Company and all interest
and other income from investment of the Collateral if any shall, as of the end of each calendar year and to the extent required
by the Internal Revenue Service, be reported as having been earned by the Company, whether or not such income was disbursed during
such calendar year.


 


(s) The
Trustee shall have no responsibilities (except as expressly set forth herein) as to the validity, sufficiency, value, genuineness,
ownership or transferability of the Collateral, written instructions, or any other documents in connection therewith, and will
not be regarded as making nor be required to make, any representations thereto.


 


(t) The
Trustee shall not be charged with knowledge of (A) any events or other information, or (B) any default under any agreement unless
a Responsible Officer of the Trustee shall have actual knowledge thereof.


 


Section
7.03Individual Rights of Trustee.


 


The
Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Issuers,
any Guarantor or any Affiliate of the Issuers with the same rights it would have if it were not Trustee. Any Agent may do the
same with like rights and duties. The Trustee is also subject to Section 7.10 hereof.


 


Section
7.04Trustee’s Disclaimer.


 


The
Trustee shall not be responsible for and makes no representation as to the validity or adequacy of this Indenture or the Notes,
it shall not be accountable for either Issuer’s use of the proceeds from the Notes or any money paid to an Issuer or upon
either Issuer’s direction under any provision of this Indenture, it shall not be responsible for the use or application
of any money received by any Paying Agent other than the Trustee, and it shall not be responsible for any statement or recital
herein or any statement in the Notes or any other document in connection with the sale of the Notes or pursuant to this Indenture
other than its certificate of authentication.


 






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Section
7.05Notice of Defaults.


 


If
a Default or Event of Default occurs and is continuing and if it is known to a Responsible Officer of the Trustee, the Trustee
shall mail to Holders of Notes a notice of the Default or Event of Default within 90 days after a Responsible Officer acquires
actual knowledge or has received written notice of such Default or Event of Default unless such Default or Event of Default has
been cured or waived. Except in the case of a Default or Event of Default in payment of principal of or interest or premium, if
any, on any Note, the Trustee may withhold the notice if and so long as a committee of its Responsible Officers in good faith
determines that withholding the notice is in the interests of the Holders of the Notes.


 


Section
7.06Dispute Resolution.


 


If
any conflict, disagreement or dispute arises between, among, or involving any of the parties hereto concerning the meaning or
validity of any provision hereunder or concerning any other matter relating to this Indenture, or the Trustee is in doubt as to
the action to be taken hereunder, the Trustee may, at its option, refuse to act until such time as it (a) receives a final non-appealable
order of a court of competent jurisdiction directing delivery of the Collateral or (b) receives a written instruction, executed
by each of the parties involved in such disagreement or dispute, in a form reasonably acceptable to the Trustee, directing delivery
of the Collateral. The Trustee will be entitled to act on any such written instruction or final, non-appealable order of a court
of competent jurisdiction without further question, inquiry or consent. The Trustee may file an interpleader action in a state
or federal court, and upon the filing thereof, the Trustee will be relieved of all liability as to the Collateral and will be
entitled to recover reasonable and documented out-of-pocket attorneys’ fees, expenses and other costs incurred in commencing
and maintaining any such interpleader action.


 


Section
7.07Compensation and Indemnity.


 


The
Issuers shall pay to the Trustee from time to time such compensation as the Issuers and the Trustee may agree in writing for the
Trustee’s acceptance of this Indenture and services hereunder. The Trustee’s compensation shall not be limited by
any law on compensation of a trustee of an express trust. The Issuers shall reimburse the Trustee promptly upon request for all
reasonable disbursements, advances and expenses incurred or made by it in addition to the compensation for its services. Such
expenses shall include the compensation, and reasonable disbursements and expenses of the Trustee’s agents and counsel.


 


The
Issuers and the Guarantors, jointly and severally, shall indemnify the Trustee and its officers, directors, employees, agents
and any predecessor trustee and its officers, directors, employees and agents and hold each of the foregoing harmless against
any and all losses, damages, claims, liabilities or expenses (including the reasonable fees and expenses of counsel and taxes
other than those based on the income of the Trustee) incurred by it arising out of or in connection with the acceptance or administration
of its duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Issuers and the Guarantors
(including this Section 7.07) and defending itself against any claim (whether asserted by an Issuer, any Guarantor or any Holder
or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except
to the extent any such loss, liability or expense may be attributable to its negligence or willful misconduct. The Trustee shall
notify the Issuers and the Guarantors promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify
the Issuers and the Guarantors shall not relieve the Issuers or the Guarantors of their obligations hereunder. The Issuers and
the Guarantors shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have separate counsel and
the Issuers and the Guarantors shall pay the reasonable fees and expenses of such counsel. The Issuers and the Guarantors need
not pay for any settlement made without their consent, which consent shall not be unreasonably withheld. Neither the Issuers nor
the Guarantors need reimburse the Trustee for any expense or indemnity against any liability or loss of the Trustee to the extent
such expense, liability or loss is attributable to the negligence or willful misconduct of the Trustee.


 






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The
obligations of the Issuers and the Guarantors under this Section 7.07 shall survive the resignation or removal of the Trustee
and the satisfaction and discharge of this Indenture.


 


To
secure the Issuers’ and the Guarantors’ payment obligations in this Section 7.07, the Trustee shall have a Lien prior
to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal and interest
on particular Notes. Such Lien shall survive the satisfaction and discharge of this Indenture.


 


When
the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(i) or (j) hereof occurs, the
expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute
expenses of administration under any Bankruptcy Law.


 


Section
7.08Replacement of Trustee.


 


A
resignation or removal of the Trustee and appointment of a successor Trustee shall become effective only upon the successor Trustee’s
acceptance of appointment as provided in this Section.


 


The
Trustee may resign in writing upon 30 days’ notice at any time and be discharged from the trust hereby created by so notifying
the Issuers. The Holders of Notes of a majority in principal amount of the then outstanding Notes may remove the Trustee by so
notifying the Trustee and the Issuers in writing and may appoint a successor trustee with the consent of the Issuers. The Issuers
may remove the Trustee if:


 


(a) the
Trustee fails to comply with Section 7.10 hereof;


 


(b) the
Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy
Law;


 


(c) a
receiver, Custodian or public officer takes charge of the Trustee or its property; or


 


(d) the
Trustee becomes incapable of acting.


 






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If
the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Issuers shall promptly appoint
a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of
the then outstanding Notes may appoint a successor Trustee to replace the successor Trustee appointed by the Issuers.


 


If
a successor Trustee does not take office within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee
(at the Issuers’ expense), the Issuers or the Holders of Notes of at least 10% in principal amount of the then outstanding
Notes may petition any court of competent jurisdiction for the appointment of a successor Trustee.


 


If
the Trustee, after written request by any Holder of a Note who has been a Holder of a Note for at least six months, fails to comply
with Section 7.10 hereof, such Holder of a Note may petition any court of competent jurisdiction for the removal of the Trustee
and the appointment of a successor Trustee.


 


A
successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Issuers. Thereupon,
the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights,
powers and duties of the Trustee under this Indenture. The successor Trustee shall mail a notice of its succession to Holders
of the Notes. The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee, provided
all sums owing to the Trustee hereunder have been paid and subject to the Lien provided for in Section 7.07 hereof. Notwithstanding
replacement of the Trustee pursuant to this Section 7.08, the Issuers’ and the Guarantors’ obligations under Section
7.07 hereof shall continue for the benefit of the retiring Trustee.


 


Section
7.09Successor Trustee by Merger, etc. 


 


If
the Trustee consolidates with, merges or converts into, or transfers all or substantially all of its corporate trust business
to, another corporation, the successor corporation without any further act shall be the successor Trustee.


 


Section
7.10Eligibility; Disqualification.


 


There
shall at all times be a Trustee hereunder that is a corporation organized and doing business under the laws of the United States
of America or of any state thereof that is authorized under such laws to exercise corporate trustee power, that is subject to
supervision or examination by federal or state authorities and that has a combined capital and surplus of at least $50 million
as set forth in its most recent published annual report of condition.


 


Article
8

LEGAL DEFEASANCE AND COVENANT DEFEASANCE


 


Section
8.01Option to Effect Legal Defeasance or Covenant Defeasance.


 


The
Issuers may, at the option of their respective Boards of Directors evidenced by a resolution set forth in an Officers’ Certificate,
at any time, exercise their rights under either Section 8.02 or 8.03 hereof with respect to all outstanding Notes upon compliance
with the conditions set forth below in this Article 8.


 






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Section
8.02Legal Defeasance and Discharge.


 


Upon
the Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuers shall, subject
to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have discharged their obligations with respect
to all outstanding Notes, and each Guarantor shall be deemed to have discharged its obligations with respect to its Subsidiary
Guarantee, on the date the conditions set forth in Section 8.04 below are satisfied (hereinafter, “Legal Defeasance”).
For this purpose, Legal Defeasance means that the Issuers shall be deemed to have paid and discharged the entire Indebtedness
represented by the outstanding Notes, and each Guarantor shall be deemed to have paid and discharged its Subsidiary Guarantee
(which in each case shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and
the other Sections of this Indenture referred to in (a) and (b) below) and to have satisfied all its other obligations under such
Notes or Subsidiary Guarantee and this Indenture (and the Trustee, on demand of and at the expense of the Issuers, shall execute
proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated
or discharged hereunder: (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in Section
8.04 hereof, and as more fully set forth in such Section, payments in respect of the principal of and interest and premium, if
any, on such Notes when such payments are due, (b) the Issuers’ obligations with respect to such Notes under Sections 2.03,
2.04, 2.06, 2.07, 2.10 and 4.02 hereof and the Appendix, (c) the rights, powers, trusts, duties and immunities of the Trustee
and the Agents hereunder and the Issuers’ and the Guarantors’ obligations in connection therewith and (d) the Legal
Defeasance provisions of this Article 8. Subject to compliance with this Article 8, the Issuers may exercise their option under
this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof.


 


If
the Issuers exercise their Legal Defeasance option, each Guarantor will be released and relieved of any obligations under its
Subsidiary Guarantee, and any security for the Notes (other than the trust) will be released and the Security Documents, insofar
as they relate to the rights of Holders of the Notes, will cease to be of further effect with respect to the Notes.


 


Section
8.03Covenant Defeasance.


 


Upon
the Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuers shall, subject
to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from their obligations under the covenants
contained in Article 4 (other than those in Sections 4.01, 4.02, 4.06 and 4.14), Article 12 and in clauses (d) and (e) of Section
5.01 hereof on and after the date the conditions set forth below are satisfied (hereinafter, “Covenant Defeasance”),
and the Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration
or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding”
for all other purposes hereunder. For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes, the
Issuers and any Guarantor may omit to comply with and shall have no liability in respect of any term, condition or limitation
set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant
or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to
comply shall not constitute a Default or an Event of Default under Section 6.01 hereof, but, except as specified above, the remainder
of this Indenture and such Notes shall be unaffected thereby. In addition, upon the Issuers’ exercise under Section 8.01
hereof of the option applicable to this Section 8.03 hereof, subject to the satisfaction of the conditions set forth in Section
8.04 hereof, Sections 6.01(f) through 6.01(h) hereof shall not constitute Events of Default.


 






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If
the Issuers exercise their Covenant Defeasance option, each Guarantor will be released and relieved of any obligations under its
Subsidiary Guarantee and any security for the Notes (other than the trust) will be released and the Security Documents, insofar
as they relate to the rights of Holders of the Notes, will cease to be of further effect with respect to the Notes.


 


Section
8.04Conditions to Legal or Covenant Defeasance.


 


In
order to exercise either Legal Defeasance or Covenant Defeasance:


 


(a) the
Issuers must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, cash in U.S. dollars, non-callable
Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized
firm of independent public accountants, to pay the principal of and interest and premium, if any, on the outstanding Notes on
the date of fixed maturity or on the applicable redemption date, as the case may be, and the Issuers must specify whether the
Notes are being defeased to the date of fixed maturity or to a particular redemption date;


 


(b) in
the case of an election under Section 8.02 hereof, the Issuers shall have delivered to the Trustee an Opinion of Counsel confirming
that:


 


(i) the
Issuers have received from, or there has been published by, the Internal Revenue Service a ruling; or


 


(ii) since
the Initial Issuance Date, there has been a change in the applicable federal income tax law,


 


in
either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the outstanding Notes
will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject
to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal
Defeasance had not occurred;


 


(c) in
the case of an election under Section 8.03 hereof, the Issuers shall have delivered to the Trustee an Opinion of Counsel stating
that the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result
of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same
times as would have been the case if such Covenant Defeasance had not occurred;


 






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(d) no
Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or Event of
Default resulting from the borrowing of funds to be applied to such deposit);


 


(e) such
Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, any material
agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the
Company or any of its Subsidiaries is bound;


 


(f) the
Issuers shall have delivered to the Trustee an Officers’ Certificate stating that the deposit was not made by the Issuers
with the intent of preferring the Holders over any other creditors of the Issuers or with the intent of defeating, hindering,
delaying or defrauding creditors of the Issuers or others; and


 


(g) the
Issuers shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions
precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with.


 


Section
8.05Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions.


 


Subject
to Section 8.06 hereof, all money and non-callable Government Securities (including the proceeds thereof) deposited with the Trustee
pursuant to Section 8.04 or 8.08 hereof in respect of the outstanding Notes shall be held in trust and applied by the Trustee,
in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent
(including the Company or any of its Subsidiaries acting as Paying Agent) as the Trustee may determine, to the Holders of such
Notes of all sums due and to become due thereon in respect of principal, premium, if any, and interest but such money need not
be segregated from other funds except to the extent required by law.


 


The
Issuers shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable
Government Securities deposited pursuant to Section 8.04 or 8.08 hereof or the principal and interest received in respect thereof
other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes.


 


Anything
in this Article 8 to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuers from time to time upon the
written request of the Issuers any money or non-callable Government Securities held by it as provided in Section 8.04 or 8.08
hereof which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification
thereof delivered to the Trustee (which may be the opinion delivered under Section 8.04(a) hereof), are in excess of the amount
thereof that would then be required to be deposited to effect an equivalent Legal Defeasance, Covenant Defeasance or Discharge,
as the case may be.


 






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Section
8.06Repayment to Issuers.


 


Subject
to applicable escheat and abandoned property laws, any money or non-callable Government Securities deposited with the Trustee
or any Paying Agent, or then held by an Issuer, in trust for the payment of the principal of or interest or premium, if any, on
any Note and remaining unclaimed for two years after such principal, premium or interest has become due and payable shall be paid
to the Issuers on their written request or (if then held by an Issuer) shall be discharged from such trust; and the Holder of
such Note shall thereafter, as an unsecured creditor, look only to the Issuers for payment thereof, and all liability of the Trustee
or such Paying Agent with respect to such trust money or non-callable Government Securities, and all liability of the Issuers
as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being
required to make any such repayment, shall at the written direction and expense of the Issuers cause to be published once, in
the New York Times and The Wall Street Journal (national edition), notice that such money remains unclaimed and
that, after a date specified therein, which shall not be less than 30 days from the date of such notification or publication,
any unclaimed balance of such money then remaining will be repaid to the Issuers.


 


Section
8.07Reinstatement.


 


If
the Trustee or Paying Agent is unable to apply any money or non-callable Government Securities in accordance with Section 8.05
hereof, by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting
such application, then the Issuers’ obligations under this Indenture and the Notes shall be revived and reinstated as though
no deposit had occurred pursuant to Section 8.02 or 8.03 hereof until such time as the Trustee or Paying Agent is permitted to
apply all such money in accordance with Section 8.05 hereof; provided, however, that, if an Issuer makes any payment
of principal of or premium or interest on any Note following the reinstatement of its obligations, such Issuer shall be subrogated
to the rights of the Holders of such Notes to receive such payment from the money held by the Trustee or Paying Agent.


 


Section
8.08Discharge.


 


This
Indenture shall be satisfied and discharged and shall cease to be of further effect as to all Notes issued hereunder (except for
(a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in clause (1)(b) of this Section
8.08, and as more fully set forth in such clause (1)(b), payments in respect of the principal of and interest and premium, if
any, on such Notes when such payments are due, (b) the Issuers’ obligations with respect to such Notes under Sections 2.03,
2.04, 2.06, 2.07, 2.10 and 4.02 hereof and the Appendix and (c) the rights, powers, trusts, duties and immunities of the Trustee
and the Agents hereunder and the Issuers’ and the Guarantors’ obligations in connection therewith), and the Security
Documents, insofar as they relate to the rights of Holders of the Notes, will cease to be of further effect with respect to the
Notes, when:


 


(1) either:


 


(a) all
Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose
payment money has been deposited in trust and thereafter repaid to the Issuers, have been delivered to the Trustee for cancellation;
or


 






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(b) all
Notes that have not been delivered to the Trustee for cancellation have become due and payable or will become due and payable
within one year by reason of the mailing of a notice of redemption or otherwise, and the Issuers or any Guarantor has irrevocably
deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S.
dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities,
in amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness
on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of
fixed maturity or redemption (provided that if such redemption is made as provided in Section 3.07(c), (x) the amount of
cash in U.S. dollars, non-callable Government Securities, or a combination thereof, that must be irrevocably deposited will be
determined using an assumed Make Whole Premium calculated as of the date of such deposit and (y) the depositor must irrevocably
deposit or cause to be deposited additional money in trust on the redemption date as necessary to pay the Make Whole Premium as
determined by such date);


 


(2) the
Issuers or any Guarantor have paid or caused to be paid all sums payable by it under this Indenture;


 


(3) the
Issuers have delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at
fixed maturity or the redemption date, as the case may be; and


 


(4) the
Issuers have delivered an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent
to satisfaction and discharge of this Indenture (“Discharge”) have been satisfied.


 


Article
9

AMENDMENT, SUPPLEMENT AND WAIVER


 


Section
9.01Without Consent of Holders of Notes.


 


Notwithstanding
Section 9.02 of this Indenture, the Issuers, the Guarantors and the Trustee may amend or supplement this Indenture, the Notes
or the Security Documents (subject, in the case of the Security Documents, to any further requirements in the Collateral Trust
Agreement), without the consent of any Holder of a Note:


 


(a) to
cure any ambiguity, defect or inconsistency;


 


(b) to
provide for uncertificated Notes in addition to or in place of certificated Notes;


 


(c) to
provide for the assumption of an Issuer’s obligations to the Holders of Notes pursuant to Article 5 hereof;


 






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(d) to
make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect
the legal rights hereunder of any Holder, provided that any change to conform this Indenture to the Offering Memorandum
shall not be deemed to adversely affect the legal rights hereunder of any Holder;


 


(e) to
provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture;


 


(f) to
conform the text of this Indenture, the Notes or the Subsidiary Guarantees to any provision of the section in the Offering Memorandum
titled “Description of Notes” to the extent that such text of this Indenture or such Subsidiary Guarantee was intended
to reflect such provision of such “Description of Notes” as evidenced in an Officers’ Certificate;


 


(g) to
add any additional Guarantor with respect to the Notes or to evidence the release of any Guarantor from its Subsidiary Guarantee
in accordance with Article 10 hereof;


 


(h) to
make, complete or confirm any grant of a Lien over any Collateral permitted or required by this Indenture or any of the Security
Documents or any release, termination or discharge of a Lien on any Collateral that becomes effective as set forth in this Indenture
or any of the Security Documents;


 


(i) to
grant any Lien for the benefit of the holders of any future Parity Lien Obligations in accordance with and permitted by the terms
of this Indenture and the Collateral Trust Agreement;


 


(j) to
add additional secured parties to the Collateral Trust Agreement and Intercreditor Agreement to the extent Liens securing obligations
held by such parties are permitted under this Indenture;


 


(k) to
mortgage, pledge, hypothecate or grant a security interest in favor of the Collateral Trustee for the benefit of the Trustee and
the Holders of the Notes as additional security for the payment and performance of Obligors’ obligations under this Indenture,
in any property, or assets, including any of which are required to be mortgaged, pledged or hypothecated, or in which a security
interest is required to be granted to the Trustee or the Collateral Trustee in accordance with the terms of this Indenture or
otherwise;


 


(l) to
provide for the succession of any parties to the Security Documents (and other amendments that are administrative or ministerial
in nature), the Collateral Trust Agreement and the Intercreditor Agreement in connection with an amendment, renewal, extension,
substitution, refinancing, restructuring, replacement, supplementing or other modification from time to time of any agreement
in accordance with the terms of this Indenture and the relevant Security Document, the Collateral Trust Agreement and the Intercreditor
Agreement;


 


(m) to
evidence or provide for the acceptance of appointment under this Indenture of a successor Trustee; or


 


(n) to
provide for the reorganization of the Company as any other form of entity, in accordance with the provisions of Section 5.01.


 






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Upon
the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended
or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 9.06 hereof, the Trustee shall
join with the Issuers and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by
the terms of this Indenture, but the Trustee shall not be obligated to enter into such amended or supplemental Indenture that
affects its own rights, duties or immunities under this Indenture or otherwise.


 


Section
9.02With Consent of Holders of Notes.


 


Except
as provided above in Section 9.01 and below in this Section 9.02, the Issuers, the Guarantors and the Trustee may amend or supplement
this Indenture, the Notes and the Security Documents may be amended or supplemented, in each case, with the consent of the Holders
of a majority in principal amount of the then outstanding Notes (including consents obtained in connection with a purchase of,
or tender offer or exchange offer for, Notes, and subject, in the case of the Security Documents, to any further requirements
in the Collateral Trust Agreement), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default or
compliance with any provision of this Indenture or the Notes or the Security Documents may be waived with the consent of the Holders
of a majority in principal amount of the then outstanding Notes (including consents obtained in connection with a purchase of,
tender offer or exchange offer for Notes and subject, in the case of the Security Documents, to any further requirements in the
Collateral Trust Agreement). However, without the consent of each Holder affected, an amendment, supplement or waiver may not
(with respect to any Notes held by a non-consenting Holder):


 


(a) reduce
the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver;


 


(b) reduce
the principal of or change the fixed maturity of any Note or alter any of the provisions with respect to the redemption or repurchase
of the Notes (other than Sections 3.09, 4.10 and 4.15 hereof and provisions relating thereto);


 


(c) reduce
the rate of or change the time for payment of interest on any Note;


 


(d) waive
a Default or Event of Default in the payment of principal of or interest or premium, if any on the Notes (except a rescission
of acceleration of the Notes by the Holders of a majority in principal amount of the Notes and a waiver of the payment default
that resulted from such acceleration);


 


(e) make
any Note payable in currency other than that stated in the Notes;


 


(f) make
any change in the provisions of this Indenture relating to waivers of past Defaults or Events of Default or the rights of Holders
of Notes to receive payments of principal of or interest or premium, if any, on the Notes (except as permitted in clause (g) below)
(it being understood that changes to covenants or definitions or other actions that do not expressly change provisions of the
Notes or this Indenture providing for payments of principal, interest or premium, if any, will not be deemed for any purpose in
this Indenture or the Notes to change or impair the rights of holders to receive payments of principal, interest or premium, if
any, on the Notes);


 






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(g) waive
a redemption or repurchase payment with respect to any Note (other than a payment required by Sections 3.09, 4.10 and 4.15 hereof);


 


(h) release
any Guarantor from any of its obligations under its Subsidiary Guarantee or this Indenture, except in accordance with the terms
of this Indenture; or


 


(i) make
any change in the preceding amendment, supplement and waiver provisions or the next paragraph regarding the consent of Holders
required to release all or substantially all of the Collateral from the Liens securing the Notes.


 


In
addition, any amendment to, or waiver of, the provisions of this Indenture or any Security Document that has the effect of releasing
all or substantially all of the Collateral from the Liens securing the Notes (other than in accordance with the Note Documents)
will require the consent of the Holders of at least 66-2/3% in aggregate principal amount of the Notes then outstanding.


 


Upon
the request of the Issuers accompanied by Board Resolutions authorizing their execution of any such amended or supplemental indenture,
and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid,
and upon receipt by the Trustee of the documents described in Section 9.06 hereof, the Trustee shall join with the Issuers and
the Guarantors in the execution of such amended or supplemental indenture, unless such amended or supplemental indenture affects
the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion,
but shall not be obligated to, enter into such amended or supplemental indenture.


 


It
shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed
amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof.


 


After
an amendment, supplement or waiver under this Section becomes effective, the Company shall mail to the Holders of Notes affected
thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any
defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture or
waiver.


 


Section
9.03[Reserved].


 


Section
9.04Effect of Consents.


 


After
an amendment, supplement or waiver becomes effective, it shall bind every Holder, unless it makes a change described in any of
clauses (a) through (i) of Section 9.02, in which case, the amendment, supplement or waiver shall bind only each Holder of a Note
who has consented to it and every subsequent Holder of a Note or portion of a Note that evidences the same indebtedness as the
consenting Holder’s Note.


 






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Section
9.05Notation on or Exchange of Notes.


 


The
Trustee may place an appropriate notation about an amendment, supplement or waiver on any Note thereafter authenticated. The Issuers,
in exchange for all Notes, may issue and the Trustee shall authenticate new Notes that reflect the amendment, supplement or waiver.


 


Failure
to make the appropriate notation or issue a new Note shall not affect the validity and effect of such amendment, supplement or
waiver.


 


Section
9.06Trustee to Sign Amendments, etc.


 


The
Trustee shall sign any amended or supplemental indenture authorized pursuant to this Article 9 if the amendment or supplement
does not adversely affect the rights, duties, liabilities or immunities of the Trustee. In executing any amended or supplemental
indenture, the Trustee shall be entitled to receive and (subject to Section 7.01) shall be fully protected in relying upon, an
Officers’ Certificate and an Opinion of Counsel stating that the execution of such amended or supplemental indenture is
authorized or permitted by this Indenture and that all conditions precedent are satisfied.


 


Article
10

GUARANTEES OF NOTES


 


Section
10.01Subsidiary Guarantees.


 


Subject
to this Article 10, each of the Guarantors hereby, jointly and severally, unconditionally guarantees to each Holder of a Note
authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and
enforceability of this Indenture, the Notes held thereby and the Obligations of the Issuers hereunder and thereunder, that: (a)
the principal of and interest and premium, if any, on the Notes will be promptly paid in full when due, subject to any applicable
grace period, whether at Stated Maturity, by acceleration, upon repurchase or redemption or otherwise, and interest on the overdue
principal of and premium, and (to the extent permitted by law) interest on the Notes, and all other payment Obligations of the
Issuers to the Holders or the Trustee hereunder or thereunder will be promptly paid in full and performed, all in accordance with
the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such
other Obligations, the same will be promptly paid in full when due or performed in accordance with the terms of the extension
or renewal, subject to any applicable grace period, whether at Stated Maturity, by acceleration, upon repurchase or redemption
or otherwise. Failing payment when so due of any amount so guaranteed for whatever reason, the Guarantors will be jointly and
severally obligated to pay the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event
of default under the Subsidiary Guarantees, and shall entitle the Holders to accelerate the obligations of the Guarantors hereunder
in the same manner and to the same extent as the Obligations of the Issuers.


 


The
Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability
of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect
to any provisions hereof or thereof, the recovery of any judgment against an Issuer, any action to enforce the same or any other
circumstance (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a
Guarantor. Each Guarantor further, to the extent permitted by law, hereby waives diligence, presentment, demand of payment, filing
of claims with a court in the event of insolvency or bankruptcy of an Issuer, any right to require a proceeding first against
an Issuer, protest, notice and all demands whatsoever and covenants that its Subsidiary Guarantee will not be discharged except
by complete performance of the Obligations contained in the Notes and this Indenture.


 






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If
any Holder or the Trustee is required by any court or otherwise to return to an Issuer, the Guarantors, or any Custodian, Trustee
or other similar official acting in relation to any of the Issuers or the Guarantors, any amount paid by an Issuer or any Guarantor
to the Trustee or such Holder, the Subsidiary Guarantees, to the extent theretofore discharged, shall be reinstated in full force
and effect. Each Guarantor agrees that it shall not be entitled to, and hereby waives, any right of subrogation in relation to
the Holders in respect of any Obligations guaranteed hereby.


 


Each
Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand,
(a) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of its
Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the
Obligations guaranteed thereby, and (b) in the event of any declaration of acceleration of such Obligations as provided in Article
6 hereof, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purpose
of its Subsidiary Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as
the exercise of such right does not impair the rights of the Holders under the Subsidiary Guarantees.


 


Section
10.02[Reserved].


 


Section
10.03Guarantors May Consolidate, etc., on Certain Terms.


 


(a) No
Guarantor shall consolidate with or merge with or into (whether or not such Guarantor is the surviving Person), another Person
(other than the Company or another Guarantor), except, (i) either (1) the Person formed by or surviving any such consolidation
or merger (if other than the Company or a Guarantor) (x) unconditionally assumes all the obligations of such Guarantor, pursuant
to a supplemental indenture, substantially in the form of Annex A hereto, under the Notes, this Indenture and its Subsidiary Guarantee,
the Intercreditor Agreement, the Collateral Trust Agreement and the other Security Documents on terms set forth therein and (y)
has taken such actions as may be reasonably necessary to cause any property or assets that constitute Collateral owned by such
Person to continue to constitute Collateral and to be subject to the Parity Liens in the manner and to the extent required under
the Note Documents or (2) such transaction is permitted by the provisions of Section 4.10, and (ii) immediately after giving effect
to such transaction, no Default or Event of Default exists.


 


(b) In
the case of any such consolidation or merger and upon the assumption by the successor Person, by supplemental indenture, executed
and delivered to the Trustee and substantially in the form of Annex A hereto, of the Subsidiary Guarantee and the due and punctual
performance of all of the covenants of this Indenture to be performed by the Guarantor, such successor Person shall succeed to
and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor.


 






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Section
10.04Releases of Subsidiary Guarantees.


 


The
Subsidiary Guarantee of a Guarantor shall be released: (1) in connection with any sale or other disposition of all or substantially
all of the properties or assets of such Guarantor (including by way of merger or consolidation) to a Person that is not (either
before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other
disposition does not violate the provisions of Section 4.10; (2) in connection with any sale or other disposition of Capital Stock
of such Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted
Subsidiary of the Company, if the sale or other disposition does not violate the provisions of Section 4.10 and the Guarantor
ceases to be a Restricted Subsidiary of the Company as a result of the sale or other disposition; (3) if the Company designates
such Guarantor as an Unrestricted Subsidiary in accordance with Section 4.19 of this Indenture; (4) upon Legal Defeasance or Covenant
Defeasance or Discharge in accordance with Article 8; (5) upon the liquidation or dissolution of such Guarantor, provided no Default
or Event of Default has occurred that is continuing; or (6) at such time as such Guarantor ceases to both (x) guarantee any other
Indebtedness of either of the Issuers and any other Guarantor and (y) to be an obligor with respect to any Indebtedness under
a Credit Facility.


 


Upon
delivery by the Company to the Trustee of an Officers’ Certificate to the effect that any of the conditions described in
the foregoing clauses (1) - (6) has occurred, the Trustee, at the Company’s written request and expense, shall execute any
documents reasonably requested by the Company in order to evidence the release of any Guarantor from its obligations under its
Subsidiary Guarantee. Any Guarantor not released from its obligations under its Subsidiary Guarantee shall remain liable for the
full amount of principal of and interest and premium, if any, on the Notes and for the other obligations of such Guarantor under
this Indenture as provided in this Article 10.


 


Section
10.05Execution and Delivery of Guaranty.


 


The
execution by each Guarantor of this Indenture (or a Supplemental Indenture) evidences the Subsidiary Guaranty of such Guarantor,
whether or not the person signing as an officer of the Guarantor still holds that office at the time of authentication of any
Note. The delivery of any Note by the Trustee after authentication constitutes due delivery of the Subsidiary Guaranty set forth
in this Indenture on behalf of each Guarantor.


 


Section
10.06Limitation on Guarantor Liability.


 


The
obligations of each Guarantor under its Subsidiary Guarantee will be limited to the maximum amount as will, after giving effect
to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made
by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Subsidiary Guarantee or
pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Subsidiary
Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law and not otherwise being void
or voidable under any similar laws affecting the rights of creditors generally.


 






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Article
11

MISCELLANEOUS


 


Section
11.01Waiver of Jury Trial. 


 


Each
of the parties hereto hereby waives the right to trial by jury with respect to any litigation directly or indirectly arising out
of, under or in connection with this Indenture.


 


Section
11.02Notices.


 


Any
notice or communication by an Issuer, any Guarantor or the Trustee to the others is duly given if in writing (in the English language)
and delivered in person or mailed by first class mail (registered or certified, return receipt requested) or overnight air courier
guaranteeing next day delivery, to the others’ address:


 


If
to any of the Issuers or the Guarantors:


 


Calumet
Specialty Products Partners, L.P.

2780 Waterfront Pkwy E. Drive, Suite 200

Indianapolis, Indiana 46214

Attention: H. Keith Jennings


 


Greg
Morical


 


with
a copy (not constituting notice) to:


 


Kirkland
& Ellis LLP

811 Main Street

Houston, Texas 77002-6760

Attention: Matthew R. Pacey


 


Michael
W. Rigdon


 


If
to the Trustee:


 


Wilmington
Trust, National Association

Global Capital Markets

50 South Sixth Street, Suite 1290

Minneapolis, Minnesota 55402

Attention: Calumet Specialty Partners Administrator


 


An
Issuer, any of the Guarantors or the Trustee, by notice to the others, may designate additional or different addresses for subsequent
notices or communications.


 


All
notices and communications (other than those sent to Holders) shall be deemed to have been duly given: at the time delivered by
hand, if personally delivered; five (5) Business Days after being deposited in the mail, postage prepaid, if mailed; when receipt
is acknowledged, if telecopied; and the next Business Day after timely delivery to the courier, if sent by overnight air courier
guaranteeing next day delivery in each case to the address shown above, provided that any notice or communication delivered
to the Trustee shall be deemed effective upon actual receipt thereof.


 






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Any
notice or communication to a Holder shall be mailed by first class mail, certified or registered, return receipt requested, or
by overnight air courier guaranteeing next day delivery to its address shown on the register kept by the Registrar, or in any
case where DTC or its nominee is the Holder, any notice or communication shall be given by first class mail or electronically,
in either case in accordance with DTC’s applicable procedures. Failure to give a notice or communication to a Holder or
any defect in it shall not affect its sufficiency with respect to other Holders.


 


If
a notice or communication is given in the manner provided above within the time prescribed, it is duly given, whether or not the
addressee receives it.


 


If
either of the Issuers gives a notice or communication to Holders, it shall give a copy to the Trustee and each Agent at the same
time.


 


Section
11.03[Reserved].


 


Section
11.04Certificate and Opinion as to Conditions Precedent.


 


Upon
any request or application by an Issuer or any of the Guarantors to the Trustee to take any action under this Indenture, such
Issuer or such Guarantor, as the case may be, shall furnish to the Trustee:


 


(a) an
Officers’ Certificate in form reasonably satisfactory to the Trustee (which shall include the statements set forth in Section
11.05 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this
Indenture relating to the proposed action have been satisfied; and


 


(b) an
Opinion of Counsel in form reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 11.05
hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.


 


Section
11.05Statements Required in Certificate or Opinion.


 


Each
certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include:


 


(a) a
statement that the person making such certificate or opinion has read such covenant or condition;


 


(b) a
brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained
in such certificate or opinion are based;


 






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(c) a
statement that, in the opinion of such person, he or she has made such examination or investigation as is necessary to enable
him to express an informed opinion as to whether or not such covenant or condition has been satisfied; and


 


(d) a
statement as to whether or not, in the opinion of such person, such condition or covenant has been satisfied.


 


Section
11.06Rules by Trustee and Agents.


 


The
Trustee may make reasonable rules for action by or at a meeting of Holders. The Trustee, the Registrar or Paying Agent may make
reasonable rules and set reasonable requirements for its functions.


 


Section
11.07No Personal Liability of Directors, Officers, Employees and Unitholders and No Recourse to the General Partner.


 


None
of the General Partner or any past, present or future director, officer, partner, employee, incorporator, manager or unitholder
or other owner of Capital Stock of the General Partner, the Issuers or any Guarantor, as such, shall have any liability for any
obligations of the Issuers or any Guarantor under the Notes, the Subsidiary Guarantees or this Indenture, or for any claim based
on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases
all such liability. The waiver and release are part of the consideration for issuance of the Notes.


 


Section
11.08Governing Law and Submission to Jurisdiction.


 


THIS
INDENTURE, THE NOTES AND THE SUBSIDIARY GUARANTEES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE
OF NEW YORK.


 


The
parties hereby (i) irrevocably submit to the exclusive jurisdiction of any federal or state court sitting in the Borough of Manhattan,
the city of New York, (ii) waive any objection to laying of venue in any such action or proceeding in such courts, and (iii) waive
any objection that such courts are an inconvenient forum or do not have jurisdiction over any party.


 


Section
11.09No Adverse Interpretation of Other Agreements.


 


This
Indenture may not be used to interpret any other indenture, loan or debt agreement of the Company or its Subsidiaries or of any
other Person. Any such indenture, loan or debt agreement may not be used to interpret this Indenture.


 


Section
11.10Successors.


 


All
agreements of the Issuers and the Guarantors in this Indenture and the Notes shall bind their respective successors. All agreements
of the Trustee in this Indenture shall bind its successors.


 






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Section
11.11Severability.


 


In
case any provision in this Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability
of the remaining provisions shall not in any way be affected or impaired thereby.


 


Section
11.12Table of Contents, Headings, etc.


 


The
Table of Contents, Cross-Reference Table and headings of the Articles and Sections of this Indenture have been inserted for convenience
of reference only, are not to be considered a part of this Indenture and shall in no way modify or restrict any of the terms or
provisions hereof.


 


Section
11.13Counterparts.


 


The
parties may sign any number of copies of this Indenture, and each party hereto may sign any number of separate copies of this
Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. The exchange of copies
of this Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of
this Indenture as to the parties hereto and may be used in lieu of the original Indenture for all purposes. Signatures of the
parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes. The words “execution,”
“signed,” “signature,” “delivery,” and words of like import in or relating to this Indenture
or any document to be signed in connection with this Indenture shall be deemed to include electronic signatures, deliveries or
the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually
executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be.


 


Section
11.14Acts of Holders.


 


(a) Any
request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken
by the Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders
in person or by agents duly appointed in writing, and may be given or obtained in connection with a purchase of, or tender offer
or exchange offer for, outstanding Notes; and, except as herein otherwise expressly provided, such action shall become effective
when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Company. Such
instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act”
of the Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any
such agent shall be sufficient for any purpose of this Indenture and conclusive in favor of the Trustee and the Issuers if made
in the manner provided in this Section 11.14.


 


(b) The
fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of
such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying
that the individual signing such instrument or writing acknowledged to such witness, notary or officer the execution thereof.
Where such execution is by a signer acting in a capacity other than his individual capacity, such certificate or affidavit shall
also constitute sufficient proof of authority. The fact and date of the execution of any such instrument or writing, or the authority
of the Person executing the same, may also be proved in any other manner which the Trustee deems sufficient.


 






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(c) Notwithstanding
anything to the contrary contained in this Section 11.14, the principal amount and serial numbers of Notes held by any Holder,
and the date of holding the same, shall be proved by the register of the Notes maintained by the Registrar as provided in Section
2.03.


 


(d) If
the Issuers shall solicit from the Holders of the Notes any request, demand, authorization, direction, notice, consent, waiver
or other Act, the Issuers may, at their option, by or pursuant to a resolution of the Board of Directors of the Company, fix in
advance a record date for the determination of Holders entitled to give such request, demand, authorization, direction, notice,
consent, waiver or other Act, but the Issuers shall have no obligation to do so. Such record date shall be the record date specified
in or pursuant to such Board Resolution, which shall be a date not earlier than the date 30 days prior to the first solicitation
of Holders generally in connection therewith or the date of the most recent list of Holders forwarded to the Trustee prior to
such solicitation pursuant to Section 2.05 and not later than the date such solicitation is completed. If such a record date is
fixed, such request, demand, authorization, direction, notice, consent, waiver or other Act may be given before or after such
record date, but only the Holders of record at the close of business on such record date shall be deemed to be Holders for the
purposes of determining whether Holders of the requisite proportion of the then outstanding Notes have authorized or agreed or
consented to such request, demand, authorization, direction, notice, consent, waiver or other Act, and for that purpose the then
outstanding Notes shall be computed as of such record date; provided that no such authorization, agreement or consent by
the Holders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this
Indenture not later than eleven months after the record date.


 


(e) Any
request, demand, authorization, direction, notice, consent, waiver or other Act of the Holder of any Note shall bind every future
Holder of the same Note and the Holder of every Note issued upon the registration or transfer thereof or in exchange therefor
or in lieu thereof in respect of anything done, omitted or suffered to be done by the Trustee or an Issuer in reliance thereon,
whether or not notation of such action is made upon such Note.


 


(f) Without
limiting the foregoing, a Holder entitled hereunder to take any action hereunder with regard to any particular Note may do so
itself with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents each of which
may do so pursuant to such appointment with regard to all or any part of such principal amount.


 


(g) For
purposes of this Indenture, any action by the Holders that may be taken in writing may be taken by electronic means in writing
through portable document format (.pdf) or as otherwise reasonably acceptable to the Trustee.


 


Section
11.15Patriot Act. The parties hereto acknowledge that in accordance with Section 326 of the U.S.A. Patriot Act, the
Trustee, like all financial institutions and in order to help fight the funding of terrorism and money laundering, is required
to obtain, verify, and record information that identifies each person or legal entity that establishes a relationship or opens
an account with the Trustee. The parties to this Indenture agree that they will provide the Trustee with such information within
their possession or control as it may reasonably request in order for the Trustee to satisfy the requirements of the U.S.A. Patriot
Act.


 






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Article
12

COLLATERAL AND SECURITY


 


Section
12.01Security Interest.


 


(a) The
due and punctual payment of the Obligations on the Notes and the Obligations of the Guarantors under the Subsidiary Guarantees,
when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase,
redemption or otherwise, and interest on the overdue principal of, premium, if any, and interest (to the extent permitted by law),
on the Notes, the Subsidiary Guarantees and performance and payment of all other obligations of each Obligor to the Holders, the
Trustee and/or the Collateral Trustee under the Note Documents, according to the terms hereunder or thereunder (collectively,
the “Notes Obligations”), are secured, as provided in the Security Documents. Each of the Obligors consents
and agrees to be bound by the terms of the Security Documents to which it is a party, as the same may be in effect from time to
time, and agrees to perform its obligations thereunder in accordance therewith. The Obligors hereby agree that the Collateral
Trustee shall hold the Collateral on behalf of and for the benefit of all of the Holders and the other holders of Parity Lien
Obligations. Notwithstanding anything herein to the contrary, Calumet Montana is not required by this Indenture to join the Collateral
Trust Agreement or to pledge any of its assets or properties to secure the Notes, the Obligations or any other Parity Lien Obligations.


 


(b) Each
Holder of Notes, by its acceptance thereof and of the Subsidiary Guarantees, (i) consents and agrees to the terms of the Intercreditor
Agreement, the Collateral Trust Agreement and the other Security Documents (including, without limitation, the provisions therein
providing for foreclosure and release of Collateral and amendments and other modifications to the Security Documents) as the same
may be in effect or may be amended from time to time in accordance with their terms and authorizes and appoints Wilmington Trust,
National Association as the Trustee and as the Collateral Trustee and (ii) agrees and acknowledges that such Holder shall have
no direct rights to exercise remedies with respect to the Collateral (such rights being vested exclusively in the Collateral Trustee
pursuant to the Collateral Trust Agreement). The Trustee hereby authorizes and appoints Wilmington Trust, National Association
as Collateral Trustee and each Holder of Notes and the Trustee direct the Collateral Trustee to enter into the Security Documents
(including any amendments and other modifications thereto contemplated by the Collateral Trust Agreement and other security documents
to secure additional Parity Lien Obligations in accordance with the Collateral Trust Agreement, all as more particularly described
in the Collateral Trust Agreement) and to perform its obligations and exercise its rights thereunder in accordance therewith,
subject to the terms and conditions thereof, including, without limitation, the limitations on duties of the Collateral Trustee
provided in Section 5.12 of the Collateral Trust Agreement. The Trustee and each Holder of Notes, by accepting the Notes and the
Subsidiary Guarantee, acknowledge that, as more fully set forth in the Security Documents, the Collateral as now or hereafter
constituted shall be held for the benefit of all holders of Parity Lien Obligations, the Collateral Trustee and the Trustee, and
the Liens granted pursuant to the Security Documents are subject to and qualified and limited in all respects by the Intercreditor
Agreement, the Collateral Trust Agreement, the Security Documents and actions that may be taken thereunder.


 






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Section
12.02Real Estate Mortgages and Filings. With respect to any fee interest in real property owned by any Obligor (other
than Calumet Montana) on the Initial Issuance Date other than the New Jersey Property and the Montana Property, or acquired by
any Obligor (other than Calumet Montana) after the Initial Issuance Date, and in either case that is of a type which is required
to constitute Collateral pursuant to the terms of this Indenture, the Collateral Trust Agreement or the other Security Documents
and which is required to be mortgaged to the Collateral Trustee (individually and collectively, the “Premises”):


 


(a) such
Obligor shall deliver to the Collateral Trustee, as mortgagee or beneficiary, as applicable, for the ratable benefit of the Holders
of the Notes and the other Parity Lien Obligations, fully executed counterparts of Mortgages or amendments thereto where required
by local law to reflect the additional secured debt evidenced by the Notes (as applicable), in accordance with the terms of this
Indenture and/or the Security Documents, duly executed by such Obligor, together with satisfactory evidence of the completion
(or satisfactory arrangements for the completion) of all recordings and filings of such Mortgages or amendments (and payment of
any taxes or fees in connection therewith), and fixture filings and such other documents, instruments, certificates and agreements
as may be necessary to create a valid, perfected Lien with the priority required by the Collateral Trust Agreement, subject to
Permitted Liens, against the property purported to be covered thereby as security for the Parity Lien Obligations (i) on or prior
to the Initial Issuance Date, with respect to the Closing Date Mortgaged Properties other than the Missouri Property, such filings
having been completed previously, (ii) within 30 days after the Initial Issuance Date with respect to (1) the Missouri Property
and (2) any Premises owned by an Obligor on the Initial Issuance Date (other than the Closing Date Mortgaged Properties and the
Missouri Property), and (iii) within 30 days of the date of acquisition for any Premises acquired after the Initial Issuance Date;


 


(b) the
Company has previously delivered to the Collateral Trustee with respect to the Closing Date Mortgaged Properties, other than the
Missouri Property, and with respect to the Missouri Property the Company will deliver not later than 30 days after the Initial
Issuance Date, mortgagee’s title insurance policies (or endorsements to existing mortgagee’s title insurance policies)
in favor of the Collateral Trustee, and its successors and/or assigns, in the form necessary to insure that the interests created
by the Mortgage thereon constitute valid Liens thereon (with the priority required by the Collateral Trust Agreement) free and
clear of all Liens, defects and encumbrances other than Permitted Liens. All such title insurance policies were (and with respect
to the Missouri Property shall be) in amounts equal to 110% of the estimated fair market value of the Premises covered thereby,
and such policies included (and will include, with respect to the Missouri Property) to the extent available, all endorsements
reasonably required in transactions of similar size and purpose, and all premiums thereon have been paid (and will be paid, with
respect to the Missouri Property);


 


(c) such
Obligor shall deliver to the Collateral Trustee (x) within 30 days after the Initial Issuance Date, with respect to any Premises
owned by an Obligor on the Initial Issuance Date, such filings, surveys (in each case, to the extent existing on the Initial Issuance
Date), local counsel opinions, fixture filings and such other documents, instruments, certificates and agreements as may be necessary
to comply with clause (a) above and to perfect the Collateral Trustee’s security interest and Lien (with the priority required
by the Collateral Trust Agreement) in such covered Premises, and (y) with respect to any Premises acquired after the Initial Issuance
Date, within 30 days of the date of acquisition, such filings, fixture filings and such other documents, instruments, certificates,
agreements and/or other documents necessary to comply with clause (a) above and to perfect the Collateral Trustee’s security
interest and Lien (with the priority required by the Collateral Trust Agreement) in such acquired covered Premises, together with
such local counsel opinions as shall reasonably be required to comply with clause (a) above; and


 






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(d) if
the Obligors fail to deliver when due as provided above any title policy, Mortgage or other Security Document, Obligors shall
have 30 days after the due dates provided above to cure such failure and shall use reasonable best efforts to cure such failure,
after which such failure shall constitute an Event of Default (unless remedied by the required delivery after such 30-day cure
period but prior to the acceleration of the Notes, in which case such Event of Default shall be deemed cured and extinguished
as if it had never occurred); provided that the forgoing right to cure shall not apply to any Mortgage delivery due on
the Initial Issuance Date.


 


Section
12.03Maintenance of Collateral; Impairment of Security Interests.


 


(a) The
Obligors shall use their reasonable efforts to maintain the Collateral that is material to the conduct of their respective businesses
in good, safe and insurable operating order, condition and repair; provided that, nothing in this Indenture will prevent
the Obligors from discontinuing the use, operation or maintenance of any of such properties or disposing of any of them, if such
discontinuance or disposal is, in the judgment of the Company, desirable in the conduct of the business of the Company and its
Restricted Subsidiaries taken as a whole. The Obligors shall pay all real estate and other taxes (except such as are contested
in good faith and by appropriate negotiations and proceedings), and shall use their reasonable efforts to maintain in full force
and effect all material permits and certain insurance coverages, except, in each case, where the failure to effect such payment
or maintain such permits or insurance coverages is not adverse in any material respect to the Holders of the Notes.


 


(b) The
Issuers will not, and the Issuers will not permit any Restricted Subsidiary to, (i) take or omit to take any action which would
materially adversely affect or impair the Liens in favor of the Collateral Trustee and the holders of notes with respect to the
Collateral, (ii) grant to any Person, or permit any Person to retain (other than the Collateral Trustee), and Liens in the Collateral
other than Permitted Liens or (iii) enter into any agreement that requires the proceeds received from any sale of Collateral to
be applied to repay, redeem, defease or otherwise acquire or retire any Indebtedness of any Person in a manner that conflicts
with this Indenture, the Notes, the Subsidiary Guarantees or the Security Documents. Each Obligor will, at its sole cost and expense,
execute and deliver all such agreements and instruments as necessary, or as the trustee or the Collateral Trustee may reasonably
request at the direction of the holders of a majority in principal amount of the then outstanding Notes, to more fully or accurately
describe the assets and property intended to be Collateral or the Obligations intended to be secured by the Security Documents.


 






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Section
12.04Further Assurances, Liens on Additional Property.


 


(a) Each
of the Obligors shall, at its sole expense, execute any and all further documents, financing statements, agreements and instruments,
and take all further action that may be required under applicable law, or that the Collateral Trustee or the Trustee may reasonably
request at the direction of the holders of a majority in principal amount of the then outstanding Notes, in order to grant, preserve,
protect and perfect the validity and priority of the security interests and Liens created or intended to be created by the Security
Documents in the Collateral, in each case to the extent contemplated thereby.


 


(b) Subject
to the provisions of the Security Documents, upon the acquisition by any Obligor after the Initial Issuance Date of any assets
(other than Excluded Property) of a type which is required to constitute Collateral pursuant to the terms of this Indenture, the
Collateral Trust Agreement or the other Security Documents, such Obligor shall execute and deliver, (i) with regard to any real
property, the items described under Section 12.02 within 90 days after the date of acquisition of the applicable asset and (ii)
to the extent required by the Security Documents, any information, documentation, financing statements or other certificates and
opinions of counsel as may be necessary to vest in the Collateral Trustee a perfected security interest, subject only to Permitted
Liens, in such after-acquired property and to have such after-acquired property added to the Collateral, and thereupon all provisions
of this Indenture relating to the Collateral shall be deemed to relate to such after-acquired property to the same extent and
with the same force and effect.


 


(c) Each
year, within 120 days after the end of the preceding fiscal year, the Company shall deliver to each of the Trustee and the Collateral
Trustee a certificate of a financial officer setting forth the information required pursuant to the schedules required by the
Security Documents or confirming that there has been no change in such information since the date of the prior annual financial
statements.


 


Section
12.05Release of Collateral. The Liens on the Collateral will no longer secure the Notes or any other Obligations under
the Note Documents, and the right of the Holders of the Notes to the benefits and proceeds of the Collateral Trustee’s Parity
Liens on the Collateral will terminate and be discharged:


 


(a) in
whole upon:


 


(i) satisfaction
and discharge of this Indenture in accordance with Article 8 hereof;


 


(ii) a
legal defeasance or covenant defeasance of the Notes in accordance with Article 8 hereof;


 


(b) in
part, as to any Collateral that (i) is sold, transferred or otherwise disposed of by the Issuers or any Guarantor to a Person
that is not (either before or after such sale, transfer or disposition) the Company or a Restricted Subsidiary in a
transaction or other circumstance that does not violate the provisions of Section 4.10 hereof (other than the obligation to
apply proceeds of such Asset Sale as provided in such provision) and is permitted by the Indenture or the Security Documents,
at the time of such sale, transfer or other disposition or to the extent of the interest sold, transferred or otherwise
disposed of; provided that no such termination or discharge shall occur if the sale, transfer or disposition is
subject to Article 5 hereof, or (ii) is owned by a Guarantor that is released as a Guarantor under each Parity Lien
Document.


 






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(c) in
whole or in part, as applicable, with the consent of the Holders of the requisite aggregate principal amount of Notes in accordance
with Article 9 hereof;


 


(d) with
respect to any cash held in the PP&E Proceeds Account, in whole or in part, as applicable, as provided in Section 4.10 hereof;
or


 


(e) in
part, in accordance with the applicable provisions of the Collateral Trust Agreement and the other Security Documents; provided
that, in the case of any release in whole pursuant to clauses (a) or (c) above, all amounts owing to the Trustee and the Collateral
Trustee under the Indenture, the Notes, the Subsidiary Guarantees, the Collateral Trust Agreement and the other Security Documents
have been paid.


 


In
each such case, upon the written request of the Company, the Collateral Trustee will execute (with such acknowledgments and/or
notarizations as are required) and deliver evidence of such release to the Company; provided, however, to the extent the
Company requests the Collateral Trustee to deliver evidence of the release of Collateral in accordance with this paragraph, the
Company will deliver to the Collateral Trustee an Officers’ Certificate to the effect that such release of Collateral pursuant
to the provisions described in this paragraph did not violate the terms of any applicable Parity Lien Document, and the Collateral
Trustee shall be entitled to rely upon such Officers’ Certificate.


 


Section
12.06Intercreditor Agreement. This
Article 12 and the provisions of each other Security Document are subject to the terms, conditions and benefits set forth in the
Intercreditor Agreement. Each Obligor consents to, and agrees to be bound by, the terms of the Intercreditor Agreement, as the
same may be in effect from time to time, and to perform its obligations thereunder in accordance with the terms thereof. Each
Holder of Notes, by its acceptance of the Notes (a) agrees that it will be bound by, and will take no actions contrary to, the
provisions of the Intercreditor Agreement and (b) authorizes and instructs the Collateral Trustee on behalf of each Holder to
enter into the Intercreditor Agreement as Fixed Asset Collateral Trustee (as defined in the Intercreditor Agreement) on behalf
of such Holders as Fixed Asset Claimholders (as defined in the Intercreditor Agreement). In addition, each Holder authorizes and
instructs the Collateral Trustee to enter into any amendments or joinders to the Intercreditor Agreement, without the consent
of any Holder or the Trustee as provided in the Collateral Trust Agreement.


 


Section
12.07Collateral Trust Agreement; Additional Parity Lien Debt Designation. This Article 12 and the provisions of each
Security Document are subject to the terms, conditions and benefits set forth in the Collateral Trust Agreement. Each Obligor
consents to, and agrees to be bound by, the terms of the Collateral Trust Agreement, as the same may be in effect from time to
time, and to perform its obligations thereunder in accordance with the terms therewith. Each Holder of Notes, by its acceptance
of the Notes (a) agrees that it will be bound by, and will take no actions contrary to, the provisions of the Collateral Trust
Agreement and (b) authorizes and instructs the Collateral Trustee on behalf of the Holders of the Notes to enter into the Collateral
Trust Agreement as the Parity Lien Representative on behalf of such Holders of the Notes. All Parity Lien Obligations will be
and are secured equally and ratably by all Parity Liens at any time granted by any Obligor to secure the Notes Obligations, whether
or not upon property otherwise constituting Collateral for the Notes Obligations, and all such Parity Liens will be enforceable
by the Collateral Trustee for the benefit of all holders of Parity Lien Obligations equally and ratably. The holders of Notes
Obligations are bound by the provisions of this Agreement and the Intercreditor Agreement, including the provisions relating to
the order of application of proceeds from the enforcement of Parity Liens. Each Holder of Notes, by its acceptance of the Notes,
consents to and directs the Collateral Trustee to perform its obligations under the Collateral Trust Agreement, the Intercreditor
Agreement and the Parity Lien Security Documents. As used in this Section 12.07, “Parity Lien Obligations” and “Parity
Liens” shall have the meanings provided in the Collateral Trust Agreement.


 


Section
12.08Collateral Trustee.


 


(a) The
Collateral Trustee holds (directly or through co-trustees or agents), and, subject to the terms of the Collateral Trust Agreement,
is entitled to enforce, all Liens on the Collateral created by the Security Documents.


 


(b) Except
as provided in the Collateral Trust Agreement or as directed by an “Act of Parity Lien Debtholders” in accordance
with the Collateral Trust Agreement, the Collateral Trustee is not obligated:


 


(i) to
act upon directions purported to be delivered to it by any Person;


 


(ii) to
foreclose upon or otherwise enforce any Lien; or


 


(iii) to
take any other action whatsoever with regard to any or all of the Security Documents, the Liens created thereby or the Collateral.


 






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SIGNATURES:


 


	CALUMET SPECIALTY PRODUCTS PARTNERS, L.P.	 
	 	 	 
	By: 	Calumet GP, LLC, its general partner	 
	 	 	 
	By: 	/s/ H. Keith Jennings	 
	Name:   	H. Keith Jennings	 
	Title:  	Executive Vice President and Chief Financial Officer	 
	 	 	 
	CALUMET FINANCE CORP.	 
	 	 	 
	By: 	/s/ H. Keith Jennings	 
	Name: 	H. Keith Jennings	 
	Title: 	Executive Vice President and Chief Financial Officer	 


 






     


     


    

 


GUARANTORS:


 


CALUMET OPERATING, LLC


CALUMET REFINING, LLC


CALUMET PRINCETON REFINING, LLC


CALUMET COTTON VALLEY REFINING, LLC


CALUMET SHREVEPORT REFINING, LLC


CALUMET MONTANA REFINING, LLC


CALUMET MISSOURI, LLC


CALUMET KARNS CITY REFINING, LLC


CALUMET DICKINSON REFINING, LLC


CALUMET BRANDED PRODUCTS, LLC


BEL-RAY COMPANY, LLC


CALUMET INTERNATIONAL, INC.


KURLIN COMPANY, LLC


 


	By:	/s/ H. Keith Jennings	 
	Name:	H. Keith Jennings	 
	Title:	Executive Vice President and

Chief Financial Officer	 


 




     


     


    

 


 


WILMINGTON TRUST, NATIONAL ASSOCIATION, as
Trustee


 


	By: 	/s/ Jane Schweiger	 
	Name:	Jane Schweiger	 
	Title:	Vice President	 


 




     


     


    

 


RULE 144A/REGULATION S APPENDIX


 


PROVISIONS
RELATING TO INITIAL NOTES


 


1. Definitions


 


1.1 Definitions.


 


For the purposes of
this Appendix the following terms shall have the meanings indicated below:


 


“Depository”
or “DTC” means The Depository Trust Company, its nominees and their respective successors.


 


“Initial Notes”
means $200 million aggregate principal amount of 9.25% Senior Secured First Lien Notes due 2024 issued pursuant to the Indenture
on the Initial Issuance Date.


 


“Notes”
means the Initial Notes and the Additional Notes, treated as a single class.


 


“Notes Custodian”
means the custodian with respect to a Global Note (as appointed by the Depository), or any successor Person thereto and shall initially
be the Trustee.


 


“Transfer Restricted
Securities” means Notes that bear or are required to bear the legend set forth in Section 2.3(b) hereof.


 


1.2 Other Definitions.


 


	Term	 	Defined in Section
	“Agent Members”	 	2.1(b)
	“Distribution Compliance Period”	 	2.1(b)
	“Global Note”	 	2.1(a)
	“Regulation S”	 	2.1(a)
	“Regulation S Notes”	 	2.1(a)
	“Restricted Global Note”	 	2.1(a)
	“Rule 144A”	 	2.1(a)
	“Rule 144A Notes”	 	2.1(a)


 


2. The Notes.


 


2.1(a) Form and
Dating. Notes offered and sold to QIBs in reliance on Rule 144A (“Rule 144A Notes”) under the Securities Act (“Rule
144A”) or in reliance on Regulation S (“Regulation S Notes”) under the Securities Act (“Regulation S”),
shall be issued initially in the form of one or more permanent global notes (each, a “Global Note”) in definitive,
fully registered form without interest coupons with the Global Notes legend and restricted Notes legend set forth in Exhibit 1
hereto (each, a “Restricted Global Note”), which shall be deposited on behalf of the purchasers of the Initial Notes
represented thereby with the Notes Custodian, and registered in the name of the Depository or a nominee of the Depository, duly
executed by the Issuers and authenticated, upon receipt of a Company Order by the Trustee as hereinafter provided. Beneficial interests
in a Restricted Global Note representing Notes sold in reliance on either Rule 144A or Regulation S may be held through Euroclear
or Clearstream, as indirect participants in the Depository. The aggregate principal amount of the Global Notes may from time to
time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee as hereinafter
provided.


 






     


     


    

 


(b) Book-Entry Provisions.
This Section 2.1(b) shall apply only to a Global Note deposited with or on behalf of the Depository.


 


The Issuers shall execute
and the Trustee shall, in accordance with this Section 2.1(b), authenticate and deliver initially one or more Global Notes that
(a) shall be registered in the name of the Depository for such Global Note or Global Notes or the nominee of such Depository and
(b) shall be delivered by the Trustee to such Depository or pursuant to such Depository’s instructions or held by the Trustee
as Notes Custodian for the Depository. If such Global Notes are Restricted Global Notes, then separate Global Notes shall be issued
to represent Rule 144A Notes and Regulation S Notes so long as required by law or the Depository.


 


Members of, or participants
in, the Depository (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held
on their behalf by the Depository or by the Notes Custodian or under such Global Note, and the Issuers, the Trustee and any agent
of the Issuers or the Trustee shall be entitled to treat the Holder as the absolute owner of such Global Note for all purposes
whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuers, the Trustee or any agent of the Issuers or
the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair,
as between the Depository and its Agent Members, the operation of customary practices of such Depository governing the exercise
of the rights of a holder of a beneficial interest in any Global Note.


 


Until the 40th day
after the later of the commencement of the offering of any Notes and the original issuance date of such Notes (such period, the
“Distribution Compliance Period”), a beneficial interest in a Restricted Global Note representing Regulation S Notes
may be transferred to a Person who takes delivery in the form of an interest in a Restricted Global Note representing Rule 144A
Notes only if the transferor first delivers to the Trustee a written certificate (in the form provided in Exhibit 1 hereto) to
the effect that such transfer is being made to a Person who the transferor reasonably believes is purchasing for its own account
or accounts as to which it exercises sole investment discretion and that such Person is a QIB, in each case in a transaction meeting
the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the United States or any other
jurisdiction. After the expiration of the Distribution Compliance Period, such certification requirements shall not apply to such
transfers of beneficial interests in a Restricted Global Note representing Regulation S Notes.


 


Beneficial interests
in a Restricted Global Note representing Rule 144A Notes may be transferred to a Person who takes delivery in the form of an interest
in a Restricted Global Note representing Regulation S Notes, whether before or after the expiration of the Distribution Compliance
Period, only if the transferor first delivers to the Trustee a written certificate (in the form provided in Exhibit 1 hereto) to
the effect that such transfer is being made in accordance with Rule 904 of Regulation S or Rule 144 (if available).


 






     


     


    

 


(c) Certificated
Notes. Except as provided in Section 2.3 or 2.4, owners of beneficial interests in Restricted Global Notes shall not be entitled
to receive physical delivery of certificated Notes. Certificated Notes shall not be exchangeable for beneficial interests in Global
Notes, except with the consent of the Company.


 


2.2 Authentication.
The Trustee shall authenticate and deliver: (1) on the Initial Issuance Date, an aggregate principal amount of $200 million of
Initial Notes and (2) any Additional Notes for an original issue in an aggregate principal amount specified in the written order
of the Issuers pursuant to Section 2.02 of the Indenture, in each case upon a Company Order of the Issuers. Such order shall specify
the amount of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated and to whom the
Notes shall be registered and delivered and, in the case of any issuance of Additional Notes pursuant to Section 2.14 of the Indenture,
shall certify that such issuance is in compliance with Section 4.09 of the Indenture.


 


2.3 Transfer and
Exchange.


 


(a) Transfer and
Exchange of Global Notes.


 


(i) The transfer and
exchange of Global Notes or beneficial interests therein shall be effected through the Depository, in accordance with this Indenture
(including applicable restrictions on transfer set forth herein, if any) and the Applicable Procedures of the Depository therefor.
A transferor of a beneficial interest in a Global Note shall deliver to the Registrar a written order given in accordance with
the Depository’s procedures containing information regarding the participant account of the Depository to be credited with
a beneficial interest in the Global Note. The Registrar shall, in accordance with such instructions cause to be credited to the
account of the Person specified in such instructions a beneficial interest in the Global Note and to debit the account of the Person
making the transfer the beneficial interest in the Global Note being transferred.


 


(ii) Notwithstanding
any other provisions of this Appendix, a Global Note may not be transferred as a whole except by the Depository to a nominee of
the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository or by the Depository or
any such nominee to a successor Depository or a nominee of such successor Depository.


 


(iii) In the event
that a Restricted Global Note is exchanged for Notes in certificated form pursuant to Section 2.4 of this Appendix, such Notes
may be exchanged only in accordance with such procedures as are substantially consistent with the provisions of this Section 2.3
(including the certification requirements set forth on the reverse of the Initial Notes intended to ensure that such transfers
comply with Rule 144A or Regulation S, as the case may be) and such other procedures as may from time to time be adopted by the
Company.


 






     


     


    

 


(b) Legends.


 


(i) Except as permitted
by the following paragraph (ii), each Note certificate evidencing the Restricted Global Notes (and all Notes issued in exchange
therefor or in substitution thereof) shall bear a legend in substantially the following form:


 


THIS NOTE HAS NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. NEITHER THIS NOTE NOR
ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF
IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT. THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY,
PRIOR TO THE DATE WHICH IS ONE YEAR AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF (OR THE DATE OF ANY SUBSEQUENT REOPENING
OF THE NOTES) AND THE LAST DATE ON WHICH AN ISSUER OR ANY AFFILIATE OF AN ISSUER WAS THE OWNER OF THIS NOTE (OR ANY PREDECESSOR
OF THIS NOTE) (THE “RESALE RESTRICTION TERMINATION DATE”) ONLY (A) TO AN ISSUER OR ANY SUBSIDIARY THEREOF, (B) PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT
TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL
BUYER” AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO
WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S.
PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT OR (E) PURSUANT TO
ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE ISSUERS’ AND THE TRUSTEE’S
RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (i) PURSUANT TO CLAUSE (D) PRIOR TO THE END OF THE 40 DAY DISTRIBUTION
COMPLIANCE PERIOD WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT OR PURSUANT TO CLAUSE (E) PRIOR TO THE RESALE
RESTRICTION TERMINATION DATE TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY
TO EACH OF THEM, AND (ii) IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM APPEARING
ON THIS NOTE IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF A HOLDER
OR AN ISSUER AFTER THE RESALE RESTRICTION TERMINATION DATE.


 


(ii) The Company, acting
in its discretion, may remove the legend set forth in paragraph (i) above from any Transfer Restricted Security at any time on
or after the Resale Restriction Termination Date applicable to such Transfer Restricted Security so long as the Applicable Procedures
are satisfied. Without limiting the generality of the preceding sentence, the Company may effect such removal by issuing and delivering,
in exchange for such Transfer Restricted Security, a Note without such legend, registered to the same Holder and in an equal principal
amount, and upon receipt of a written order of the Company given at least three (3) Business Days in advance of the proposed date
of exchange specified therein (which shall be no earlier than the Resale Restriction Termination Date), the Trustee shall authenticate
and deliver such Note as directed in such Company Order.


 






     


     


    

 


(c) Cancellation
or Adjustment of Global Note. At such time as all beneficial interests in a Global Note have either been exchanged for certificated
Notes, redeemed, purchased or canceled, such Global Note shall be returned to the Trustee for cancellation or retained and canceled
by the Trustee. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for certificated
Notes, redeemed, purchased or canceled, or if any certificated Note is exchanged for such a beneficial interest, the principal
amount of Notes represented by such Global Note shall be reduced or increased, as appropriate, and an adjustment shall be made
on the books and records of the Trustee (if it is then the Notes Custodian for such Global Note) with respect to such Global Note,
by the Trustee or the Notes Custodian, to reflect such reduction or increase, as the case may be.


 


(d) Obligations
with Respect to Transfers and Exchanges of Notes.


 


(i) To permit registrations
of transfers and exchanges, the Issuers shall execute and the Trustee shall authenticate certificated Notes and Global Notes.


 


(ii) No service charge
shall be made for any registration of transfer or exchange, but the Issuers may require payment of a sum sufficient to cover any
transfer tax, assessments or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments
or similar governmental charge payable upon exchange or transfer pursuant to Sections 3.06, 4.10, 4.15 and 9.05 and of the Indenture).


 


(iii) The Registrar
shall not be required to register the transfer of or exchange of any Note or portion of a Note selected for redemption, except
for the unredeemed portion of any Note being redeemed in part. Also, it need not exchange or register the transfer of any Notes
for a period of 15 days before a selection of Notes to be redeemed.


 


(iv) Prior to the due
presentation for registration of transfer of any Note, the Issuers, the Guarantors, the Trustee, the Paying Agent or the Registrar
may deem and treat the Person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving
payment of principal of, and interest and premium, if any, on such Note and for all other purposes whatsoever, whether or not such
Note is overdue, and none of the Issuers, the Guarantors, the Trustee, the Paying Agent or the Registrar shall be affected by notice
to the contrary.


 


(v) All Notes issued
upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the
same benefits under this Indenture as the Notes surrendered upon such transfer or exchange.


 


(e) No Obligation
of the Trustee or any Agent.


 


(i) Neither the Trustee
nor any Agent shall have any responsibility or obligation to any beneficial owner of a Global Note, a member of, or a participant
in the Depository or other Person with respect to the accuracy of the records of the Depository or its nominee or of any participant
or member thereof, with respect to any ownership interest in the Notes or with respect to the delivery to any participant, member,
beneficial owner or other Person (other than the Depository) of any notice (including any notice of optional redemption) or the
payment of any amount, under or with respect to such Notes. All notices and communications to be given to the Holders and all payments
to be made to Holders under the Notes shall be given or made only to or upon the order of the registered Holders (which shall be
the Depository or its nominee in the case of a Global Note). The rights of beneficial owners in any Global Note shall be exercised
only through the Depository subject to the applicable rules and procedures of the Depository. The Trustee and the Agents may rely
and shall be fully protected in relying upon information furnished by the Depository with respect to its members, participants
and any beneficial owners.


 






     


     


    

 


(ii) Neither the Trustee
nor the Registrar shall have any obligation or duty to monitor, determine or inquire as to compliance with any restrictions on
transfer imposed under this Indenture or under Applicable Law with respect to any transfer of any interest in any Note (including
any transfers between or among Depository participants, members or beneficial owners in any Global Note) other than to require
delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly
required by, the terms of this Indenture, and to examine the same to determine substantial compliance as to form with the express
requirements hereof.


 


2.4 Certificated
Notes.


 


(a) A Global Note deposited
with the Depository or with the Notes Custodian pursuant to Section 2.1 shall be transferred to the beneficial owners thereof in
the form of certificated Notes in an aggregate principal amount equal to the principal amount of such Global Note, in exchange
for such Global Note, only if such transfer complies with Section 2.3 and (i) the Depository notifies the Issuers that it is unwilling
or unable to continue as Depository for such Global Note or if at any time such Depository ceases to be a “clearing agency”
registered under the Exchange Act and in either event a successor depositary is not appointed by the Issuers within 90 days, or
(ii) an Event of Default has occurred and is continuing and DTC notifies the Trustee of its decision to exchange the Global Notes.
Except as provided in the preceding sentence, and notwithstanding any contrary indication in Section 2.3(b), beneficial interests
in a Global Note may be exchanged for certificated Notes only with the consent of the Company, including if an affiliate (as defined
in Rule 144) of the Company acquires such interests.


 


(b) Any Global Note
that is transferable to the beneficial owners thereof pursuant to this Section shall be surrendered by the Depository or the Notes
Custodian to the Trustee located at its Corporate Trust Office to be so transferred, in whole or from time to time in part, without
charge, and the Trustee shall authenticate and deliver, upon such transfer of each portion of such Global Note, an equal aggregate
principal amount of certificated Notes of authorized denominations. Any portion of a Global Note transferred pursuant to this Section
shall be executed, authenticated and delivered only in minimum denominations of $2,000 principal amount and any integral multiple
of $1,000 in excess of $2,000 and registered in such names as the Depository shall direct. Any certificated Note delivered in exchange
for an interest in a Global Note shall, except as otherwise provided by Section 2.3(b), bear the restricted Notes legend set forth
in Exhibit 1 hereto.


 


(c) Subject to the
provisions of Section 2.4(b), the Holder of a Global Note shall be entitled to grant proxies and otherwise authorize any Person,
including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled
to take under this Indenture or the Notes.


 


(d) In the event of
the occurrence of any of the circumstances specified in Section 2.4(a), the Issuers shall promptly make available to the Trustee
a reasonable supply of certificated Notes in definitive, fully registered form without interest coupons.


 




     


     


    

 


EXHIBIT 1 TO RULE 144A/REGULATION S
APPENDIX


 


[FORM
OF FACE OF NOTE] 


 


[Global
Notes Legend]


 


UNLESS THIS CERTIFICATE
IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK,
NEW YORK, TO AN ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED
IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS
MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC) ANY TRANSFER, PLEDGE
OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.


 


TRANSFERS OF THIS GLOBAL
NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S
NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET
FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.


 


[Restricted Notes Legend]


 


THIS NOTE HAS NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. NEITHER
THIS NOTE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE
DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER
SUCH SECURITY, PRIOR TO THE DATE WHICH IS ONE YEAR AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF (OR THE DATE OF ANY SUBSEQUENT
REOPENING OF THE NOTES) AND THE LAST DATE ON WHICH AN ISSUER OR ANY AFFILIATE OF AN ISSUER WAS THE OWNER OF THIS NOTE (OR ANY PREDECESSOR
OF THIS NOTE) (THE “RESALE RESTRICTION TERMINATION DATE”) ONLY (A) TO AN ISSUER OR ANY SUBSIDIARY THEREOF, (B) PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT
TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL
BUYER” AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO
WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S.
PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT OR (E) PURSUANT TO
ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE ISSUERS’ AND THE TRUSTEE’S
RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (i) PURSUANT TO CLAUSE (D) PRIOR TO THE END OF THE 40 DAY DISTRIBUTION
COMPLIANCE PERIOD WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT OR PURSUANT TO CLAUSE (E) PRIOR TO THE RESALE
RESTRICTION TERMINATION DATE TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY
TO EACH OF THEM, AND (ii) IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM APPEARING
ON THIS NOTE IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF A HOLDER
OR AN ISSUER AFTER THE RESALE RESTRICTION TERMINATION DATE.


 




     


     


    

 


CALUMET SPECIALTY PRODUCTS PARTNERS,
L.P.

CALUMET FINANCE CORP.


 


No. $


 


CUSIP No.

ISIN No.


 


9.25% Senior Secured First Lien Note due
2024


 


Calumet Specialty Products Partners, L.P.,
a Delaware limited partnership, and Calumet Finance Corp., a Delaware corporation, jointly and severally promise to pay to ______________,
or registered assigns, the principal sum of ______________ Dollars on July 15, 2024 [or such greater or lesser amount as may be
indicated on Schedule A hereto].


 


Interest Payment Dates: January 15 and July 15, commencing
January 15, 2021.


 


Record Dates: January 1 and July 1.


 


Additional provisions of this Note are set forth on the
other side of this Note.


 


CALUMET SPECIALTY PRODUCTS PARTNERS, L.P.


 


By: Calumet GP, LLC, its general partner

By:

Name: Title:


 


CALUMET FINANCE CORP.


 


By:


Name:


Title:


 




     


     


    

 


TRUSTEE’S CERTIFICATE OF

AUTHENTICATION


 


WILMINGTON TRUST, NATIONAL ASSOCIATION

as Trustee, certifies that this is one of the Notes referred to in the Indenture.


 


By Authorized Signatory

Dated:


 




     


     


    

 


[FORM
OF REVERSE SIDE OF NOTE] 


 


9.25%
Senior Secured First Lien Note due 2024


 


Capitalized terms used
herein but not defined shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.


 


1. Interest.
Calumet Specialty Products Partners, L.P., a Delaware limited partnership (the “Company”), and Calumet Finance Corp.,
a Delaware corporation (the “Finance Corp.” and, together with the Company, the “Issuers”), jointly and
severally promise to pay interest on the unpaid principal amount of this Note at 9.25% per annum. The Issuers will pay interest
semi-annually in arrears on January 15 and July 15 of each year, commencing January 15, 2021, or if any such day is not a Business
Day, on the next succeeding Business Day (each an “Interest Payment Date”). Interest on the Notes will accrue from
the most recent date to which interest has been paid or, if no interest has been paid, from the date of original issuance; provided
that if there is no existing Default or Event of Default in the payment of interest, and if this Note is authenticated between
a Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such next
succeeding Interest Payment Date, except in the case of the original issuance of Notes, in which case interest shall accrue from
the date of authentication. The Issuers shall pay interest (including post-petition interest in any proceeding under any Bankruptcy
Law) on overdue principal and premium, if any, from time to time on demand at a rate that is the rate then in effect; they shall
pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest
(without regard to any applicable grace periods) from time to time on demand at the same rate to the extent lawful. Interest will
be computed on the basis of a 360-day year of twelve 30-day months.


 


2. Method of Payment.
The Issuers through their Paying Agent will pay interest on the Notes (except defaulted interest) to the Persons who are registered
Holders of Notes at the close of business on the January 1 or July 1 next preceding the Interest Payment Date (each, a “Record
Date”), even if such Notes are cancelled after such Record Date and on or before such Interest Payment Date, except as provided
in Section 2.12 of the Indenture with respect to defaulted interest. Holders must surrender Notes to the Paying Agent to collect
payments of principal and premium, if any, together with accrued and unpaid interest due at maturity. The Notes will be payable
as to principal, premium, if any, and interest at the office or agency of the Issuers maintained for such purpose, or, at the option
of the Issuers, payment of interest may be made through their Paying Agent by check mailed to the Holders at their addresses set
forth in the register of Holders, and provided that payment by wire transfer of immediately available funds will be required
with respect to any amounts due on all Global Notes and all other Notes the Holders of which shall have provided wire transfer
instructions to the Issuers or the Paying Agent. Such payment shall be in such coin or currency of the United States of America
as at the time of payment is legal tender for payment of public and private debts.


 


3. Paying Agent
and Registrar. Initially, Wilmington Trust, National Association, the Trustee under the Indenture, will act as Paying Agent
and Registrar. The Company may change any Paying Agent or Registrar without notice to any Holder. The Company or any of its Subsidiaries
may act in any such capacity.


 






     


     


    

 


4. Indenture.
The Issuers issued the Notes under an Indenture dated as of August 5, 2020 (“Indenture”) among the Issuers, the Guarantors
and the Trustee. The Notes are secured by Liens on the Collateral pursuant to the Security Documents, which Liens are held by the
Collateral Trustee for the benefit of Holders of Notes and other Parity Lien Obligations. The terms of the Notes include those
stated in the Indenture, the Collateral Trust Agreement and the Security Documents. The Notes are subject to all such terms, and
Holders are referred to the Indenture, the Collateral Trust Agreement and the Security Documents for a statement of such terms.
The Notes are secured senior obligations of the Issuers limited to $200 million aggregate principal amount in the case of Notes
issued on the Initial Issuance Date (as defined in the Indenture), subject to the Issuers’ right to issue Additional Notes
as provided in the Indenture.


 


5. Optional Redemption.


 


(a) Except as set forth
in subparagraphs (b) and (c) of this Paragraph 5, the Issuers shall not have the option to redeem the Notes prior to July 15, 2021.
On or after July 15, 2021, the Issuers shall have the option on any one or more occasions to redeem the Notes, in whole or in part
at any time, upon prior notice as set forth in Paragraph 8, at the redemption prices (expressed as percentages of principal amount)
set forth below, plus accrued and unpaid interest to the applicable redemption date (subject to the right of Holders of record
on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the redemption date), if
redeemed during the twelve-month period beginning on July 15 of the years indicated below:


 


	YEAR	 	PERCENTAGE	 
	2021	 	 	109.250	%
	2022	 	 	104.625	%
	2023 and thereafter	 	 	100.000	%



 


(b) Notwithstanding
the provisions of subparagraph (a) of this Paragraph 5, at any time prior to July 15, 2021, the Issuers may on any one or more
occasions redeem up to 35% of the aggregate principal amount of Notes (including any Additional Notes) issued under the Indenture,
upon prior notice as provided in the Indenture, at a redemption price of 109.250% of the principal amount thereof, plus accrued
and unpaid interest, if any, thereon to the redemption date (subject to the right of Holders of record on the relevant record date
to receive interest due on an Interest Payment Date that is on or prior to the redemption date), in an amount not greater than
the net cash proceeds of one or more Equity Offerings; provided that (i) at least 65% of the aggregate principal amount
of Notes (including any Additional Notes) issued under the Indenture remains outstanding immediately after the occurrence of each
such redemption (excluding any Notes held by the Company and its Subsidiaries) and (ii) each such redemption occurs within 180
days of the date of the closing of each such Equity Offering.


 


(c) Prior to July 15,
2021, the Issuers may on any one or more occasions redeem all or part of the Notes upon not less than 15 nor more than 60 days’
notice, at a redemption price equal to the sum of (1) 100% of the principal amount thereof, plus (2) accrued and unpaid interest,
if any, to the redemption date (subject to the right of Holders of record on the relevant Record Date to receive interest due on
an Interest Payment Date that is on or prior to the redemption date), plus (3) the Make Whole Premium at the redemption date.


 






     


     


    

 


(d) The Notes may also
be redeemed, as a whole, following certain Change of Control Offers or Alternate Offers, at the redemption price and subject to
the conditions set forth in Section 4.15 of the Indenture.


 


6. No Mandatory
Redemption or Sinking Fund.


 


Except as set forth
in Paragraph 7 below, neither of the Issuers shall be required to make mandatory redemption or sinking fund payments with respect
to the Notes or to repurchase the Notes at the option of the Holders. The Company and its Affiliates may at any time, and from
time to time, acquire or purchase Notes by open market purchase, tender or exchange offer, privately negotiated transactions or
otherwise and at prices as well as with such consideration as the Company and its Affiliates may determine, subject to compliance
with applicable securities laws.


 


7. Repurchase at
Option of Holder.


 


(a) Except as provided
in the Indenture, no later than 30 days following the occurrence of a Change of Control, unless the Issuers have previously or
concurrently exercised their right to redeem all of the Notes as described in paragraph 5 above, the Company shall make an offer
(a “Change of Control Offer”) to repurchase all or any part (equal to a minimum of $2,000 or an integral multiple of
$1,000 in excess of $2,000) of each Holder’s Notes at a purchase price equal to 101% (or, at the Company’s election,
a higher percentage) of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest, if any, to the date
of settlement (the “Change of Control Settlement Date”), subject to the right of Holders of record on the relevant
Record Date to receive interest due on an Interest Payment Date that is on or prior to the Change of Control Settlement Date. Except
as provided in the Indenture, no later than 30 days following a Change of Control, unless the Issuers have previously or concurrently
exercised their right to redeem all of the Notes as described in paragraph 5 above, the Company shall mail a notice of the Change
of Control Offer to each Holder and the Trustee describing the transaction that constitutes the Change of Control and setting forth
the procedures governing the Change of Control Offer as required by Section 4.15 of the Indenture.


 


(b) In circumstances
specified in the Indenture, the Company may be required to commence an offer to all Holders of Notes (an “Asset Sale Offer”)
pursuant to Section 3.09 of the Indenture, and to all holders of other Parity Lien Obligations containing provisions similar to
those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets, to purchase
the maximum principal amount of Notes and such other Parity Lien Obligations that may be purchased out of the Excess Proceeds,
at an offer price in cash in an amount equal to 100% of the principal amount of the Notes plus accrued and unpaid interest, if
any, thereon to the date of settlement. Holders of Notes that are the subject of such an offer to purchase will receive an Asset
Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form
entitled “Option of Holder to Elect Purchase” on the reverse of the Notes.


 


8. Notice of Redemption.
Notice of redemption will be mailed at least 15 days but not more than 60 days (except as otherwise provided in the Indenture if
the notice is issued in connection with a Legal Defeasance, Covenant Defeasance or Discharge) before the redemption date to each
Holder whose Notes are to be redeemed at its registered address. Notices of redemption may specify one or more conditions precedent,
as provided in the Indenture. If mailed in the manner provided for in Section 3.03 of the Indenture, the notice of optional redemption
shall be conclusively presumed to have been given whether or not a Holder receives such notice. Failure to give timely notice or
any defect in the notice shall not affect the validity of the redemption. Notes in minimum denominations larger than $2,000 may
be redeemed in part but only in whole multiples of $1,000 in excess of $2,000, unless all of the Notes held by a Holder are to
be redeemed. On and after the redemption date, interest ceases to accrue on Notes or portions thereof called for redemption.


 






     


     


    

 


9. Guarantees.
The payment by the Issuers of the principal of and interest and premium, if any, on the Notes is fully and unconditionally guaranteed
on a joint and several basis by each of the Guarantors to the extent set forth in the Indenture.


 


10. Denominations,
Transfer, Exchange. The Notes are in registered form without coupons in minimum denominations of $2,000 and integral multiples
of $1,000 in excess of $2,000. The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture.
The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents,
and the Company may require a Holder to pay any taxes due on transfer or exchange. The Issuers need not exchange or register the
transfer of any Note or portion of a Note selected for redemption, except for the unredeemed portion of any Note being redeemed
in part. Also, they need not exchange or register the transfer of any Notes for a period of 15 days before a selection of Notes
to be redeemed.


 


11. Persons Deemed
Owners. The registered holder of a Note may be treated as its owner for all purposes.


 


12. Amendment, Supplement
and Waiver. Subject to certain exceptions, the Indenture, the Notes and the Security Documents may be amended or supplemented,
in each case, with the consent of the Holders of a majority in principal amount of the then outstanding Notes, and any existing
default or compliance with any provision of the Indenture or the Notes may be waived with the consent of the Holders of a majority
in principal amount of the then outstanding Notes (subject, in the case of the Security Documents, to any further requirements
in the Collateral Trust Agreement). Without the consent of any Holder of a Note, the Indenture, the Notes and the Security Documents
may be amended or supplemented as provided in the Indenture.


 


13. Defaults and
Remedies. The Notes are subject to certain Events of Default as provided in the Indenture. If any Event of Default occurs and
is continuing, the Trustee, by notice to the Issuers, or the Holders of at least 25% in principal amount of the then outstanding
Notes, by notice to the Issuers and the Trustee, may declare all the Notes to be due and payable immediately. Notwithstanding the
preceding, in the case of an Event of Default arising from such events of bankruptcy, insolvency or reorganization described in
Section 6.01(i) or 6.01(j) of the Indenture, all outstanding Notes will become due and payable without further action or notice.
Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders
of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power conferred
on it. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default
or Event of Default relating to the payment of principal, interest or premium) if it determines that withholding notice is in their
interest. The Holders of a majority in principal amount of the Notes then outstanding by notice to the Trustee may on behalf of
the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except
a continuing Default or Event of Default in the payment of the principal of or interest or premium on the Notes. The Issuers are
required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and, so long as any Notes are
outstanding, the Issuers are required upon certain Officers becoming aware of any Default or Event of Default, to deliver to the
Trustee a statement specifying such Default or Event of Default, its status and the action the Issuers are taking or propose to
take with respect thereto.


 






     


     


    

 


14. Defeasance and
Discharge. The Notes are subject to defeasance and discharge upon the terms and conditions specified in the Indenture.


 


15. No Recourse
Against Others. None of the General Partner or any past, present or future director, officer, partner, employee, incorporator,
manager or unitholder or other owner of Capital Stock of the General Partner, the Issuers or any Guarantor, as such, shall have
any liability for any obligations of the Issuers or any Guarantor under the Notes, the Subsidiary Guarantees or the Indenture,
or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting a Note
waives and releases all such liability. The waiver and release are part of the consideration for the issuance of the Notes.


 


16. Authentication.
This Note shall not be valid until authenticated by the manual signature of an authorized signatory of the Trustee or an authenticating
agent.


 


17. Abbreviations.
Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (=
tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian),
and U/G/M/A (= Uniform Gifts to Minors Act).


 


18. CUSIP Numbers.
Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Issuers have caused
CUSIP numbers and corresponding ISIN numbers to be printed on the Notes and the Trustee may use CUSIP numbers and corresponding
ISIN numbers in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of such numbers
either as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification
numbers placed thereon.


 


19. Governing Law.
THE INDENTURE AND THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


 


20. Successors.
In the event a successor assumes all the obligations of an Issuer under the Notes and the Indenture, pursuant to the terms thereof,
such Issuer will be released from all such obligations.


 


The Company will furnish
to any Holder upon written request and without charge a copy of the Indenture. Requests may be made to:


 


Calumet Specialty Products Partners, L.P.

2780 Waterfront Pkwy E. Drive, Suite 200

Indianapolis, Indiana 46214

Attention: Chief Financial Officer


 




     


     


    

 


ASSIGNMENT
FORM


 


To assign this Note,
fill in the form below:


 


I or we assign and
transfer this Note to


 


________________________________________________________________

(Print or type assignee’s name, address and zip code)


 


_____________________________________________________________________

(Insert assignee’s Soc. Sec. or tax I.D. No.)


 


and irrevocably appoint ______________
agent to transfer this Note on the books of the Issuers. The agent may substitute another to act for him.


 


Date: Your Signature:


 


Sign exactly as your name appears on the
other side of this Note.


 


Signature Guarantee:


 


(Signature must be guaranteed)


 


Signatures must be guaranteed by an “eligible
guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation
in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program”
as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange
Act of 1934, as amended.


 


_____________________________________________________________________


 


In connection with any transfer of any
of the Notes evidenced by this certificate occurring prior to one year after the later of the date of original issuance of such
Notes (or the date of any subsequent reopening of the Notes) and the last date, if any, on which such Notes were owned by an Issuer
or any Affiliate of an Issuer (or, in the case of Regulation S Notes, prior to the expiration of the Distribution Compliance Period),
the undersigned confirms that such Notes are being transferred in accordance with its terms:


 


CHECK ONE BOX BELOW


 


		(1)	☐ to an Issuer; or



 


		(2)	☐ pursuant to an effective registration statement under the Securities Act of 1933;
                                                                                 or



 


		(3)	☐ to a person who the undersigned reasonably believes is a “qualified
                                                                                 institutional buyer” (as defined in Rule 144A under the Securities Act of 1933) that is purchasing for its own account
                                                                                 or for the account of a qualified institutional buyer to whom notice is given that such transfer is being made in reliance on
                                                                                 Rule 144A, in each case pursuant to and in compliance with Rule 144A under the Securities Act of 1933; or



 


		(4)	☐ outside the United States in an offshore transaction within the meaning of Regulation
                                                                                 S under the Securities Act in compliance with Rule 904 under the Securities Act of 1933; or



 


		(5)	☐ pursuant to another available exemption from the registration requirements of the
                                                                                 Securities Act of 1933.



 


Unless one of the boxes is checked, the
Trustee will refuse to register any of the Notes evidenced by this certificate in the name of any person other than the registered
holder thereof; provided, however, that if box (4) or (5) is checked, the Trustee shall be entitled to require, prior
to registering any such transfer of the Notes, such legal opinions, certifications and other information as the Company has reasonably
requested to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act of 1933, such as the exemption provided by Rule 144 under such Act.


 


Signature


 




     


     


    

 


TO BE COMPLETED BY PURCHASER IF (3) ABOVE
IS CHECKED.


 


The undersigned represents and warrants
that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion
and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities
Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such
information regarding the Issuers and any Guarantors as the undersigned has requested pursuant to Rule 144A or has determined not
to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations
in order to claim the exemption from registration provided by Rule 144A.


 


Dated:


 


Notice: To be executed by an executive officer


 




     


     


    

 


OPTION
OF HOLDER TO ELECT PURCHASE


 


If you want to elect
to have this Note purchased by the Company pursuant to Section 4.10 or 4.15 of the Indenture, check the box below:


 


☐ Section
4.10                                          ☐ Section 4.15


 


If you want to elect
to have only part of this Note purchased by the Company pursuant to Section 4.15 of the Indenture, state the amount (in minimum
denomination of $2,000 or integral multiples of $1,000 in excess of $2,000) you elect to have purchased: $


 


Date:_____________________ Your Signature:____________________________________

(Sign exactly as your name appears on the other side of this Note)


 


Soc. Sec. or Tax Identification No.:


 


Signature Guarantee:


 


(Signature must be guaranteed)


 


Signatures must be
guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include
membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature
guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance
with the Securities Exchange Act of 1934, as amended.


 




     


     


    

 


[TO BE ATTACHED TO GLOBAL NOTE]

Schedule A


 


SCHEDULE OF INCREASES OR DECREASES IN GLOBAL
NOTE


 


The following increases or decreases in
this Global Note have been made:


 


	Date	 	Amount of decrease in Principal Amount of this Global Note	 	Amount of increase in Principal Amount of this Global Note	 	Principal Amount of this Global Note following such decrease or increase	 	Signature of authorized office of Trustee or Notes Custodian
	 	 	 	 	 	 	 	 	 


 




     


     


    

 


ANNEX A


 


CALUMET
SPECIALTY PRODUCTS PARTNERS, L.P.

CALUMET FINANCE CORP.

and

the Guarantors named herein


 


9.25%
SENIOR SECURED FIRST LIEN NOTES DUE 2024


 


FORM OF
SUPPLEMENTAL INDENTURE

AND AMENDMENT -- SUBSIDIARY GUARANTEE


 


DATED
AS OF           __,


 


WILMINGTON
TRUST, NATIONAL ASSOCIATION


 


Trustee


 




     


     


    

 


This SUPPLEMENTAL INDENTURE,
dated as of __, ____, is among Calumet Specialty Products Partners, L.P., a Delaware limited partnership (the “Company”),
Calumet Finance Corp., a Delaware corporation (“Finance Corp.” and, together with the Company, the “Issuers”),
each of the parties identified under the caption “Guarantors” on the signature page hereto (the “Guarantors”)
and Wilmington Trust, National Association, a national banking association, as Trustee.


 


RECITALS


 


WHEREAS, the Issuers,
the initial Guarantors and the Trustee entered into an Indenture, dated as of August 5, 2020 (the “Indenture”), pursuant
to which the Company has issued $200 million in the aggregate principal amount of 9.25% Senior Secured First Lien Notes due 2024
(the “Notes”);


 


WHEREAS, Section 9.01(h)
of the Indenture provides that the Issuers, the Guarantors and the Trustee may amend or supplement the Indenture in order to comply
with Section 4.13 or 10.03 thereof, without the consent of the Holders of the Notes; and


 


WHEREAS, all acts and
things prescribed by the Indenture, by law and by the Certificate of Incorporation and the Bylaws (or comparable constituent documents)
of the Issuers, of the Guarantors and of the Trustee necessary to make this Supplemental Indenture a valid instrument legally binding
on the Issuers, the Guarantors and the Trustee, in accordance with its terms, have been duly done and performed;


 


NOW, THEREFORE, to
comply with the provisions of the Indenture and in consideration of the above premises, the Issuers, the Guarantors and the Trustee
covenant and agree for the equal and proportionate benefit of the respective Holders of the Notes as follows:


 


ARTICLE
I


 


Section 1.01 This Supplemental
Indenture is supplemental to the Indenture and does and shall be deemed to form a part of, and shall be construed in connection
with and as part of, the Indenture for any and all purposes


 


Section 1.02 This Supplemental
Indenture shall become effective immediately upon its execution and delivery by each of the Issuers, the Guarantors and the Trustee.


 


ARTICLE
II


 


From this date, in
accordance with Section 4.13 or 10.03 and by executing this Supplemental Indenture, the Guarantors whose signatures appear below
are subject to the provisions of the Indenture to the extent provided for in Article 10 thereunder.


 






     


     


    

 


ARTICLE
III


 


Section 3.01 Except
as specifically modified herein, the Indenture and the Notes are in all respects ratified and confirmed (mutatis mutandis) and
shall remain in full force and effect in accordance with their terms with all capitalized terms used herein without definition
having the same respective meanings ascribed to them as in the Indenture.


 


Section 3.02 Except
as otherwise expressly provided herein, no duties, responsibilities or liabilities are assumed, or shall be construed to be assumed,
by the Trustee by reason of this Supplemental Indenture. This Supplemental Indenture is executed and accepted by the Trustee subject
to all the terms and conditions set forth in the Indenture with the same force and effect as if those terms and conditions were
repeated at length herein and made applicable to the Trustee with respect hereto. The Trustee assumes no responsibility for the
correctness of the recitals contained herein, which shall be taken as the statements of the Issuers and the Trustee shall not be
responsible or accountable in any way whatsoever for or with respect to the validity, execution or sufficiency of this Supplemental
Indenture and makes no representation with respect thereto. In entering into this Supplemental Indenture, the Trustee shall be
entitled to the benefit of every provision of the Indenture relating to the conduct of or affecting the liability of or affording
protection to the Trustee.


 


Section 3.03 THIS SUPPLEMENTAL
INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


 


Section 3.04 The parties
may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of such executed copies
together shall represent the same agreement.


 


[NEXT PAGE IS SIGNATURE PAGE]


 




     


     


    

 


IN WITNESS WHEREOF,
the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the date first written above.


 


	CALUMET SPECIALTY PRODUCTS PARTNERS, L.P.	 
	 	 
	By: Calumet GP, LLC, its general partner	 
	 	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 
	 	 	 
	CALUMET FINANCE CORP.	 
	 	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 
	 	 	 
	GUARANTORS	 
	[ ]	 
	 	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 
	 	 	 
	WILMINGTON TRUST, NATIONAL ASSOCIATION	 
	as Trustee	 
	 	 	 
	By:	 	 
	 	Name:	 
	 	Title: